UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 ______________
 
 FORM
10-K
 
 ______________
 (Mark
One)
 
 x
              ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
 
 For
the fiscal year ended March 31, 2008
 
 OR
 
 [  ]
              TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
 
 Commission
File Number 0-24652
 
 FREEDOM
TAX CREDIT PLUS L.P.
 (Exact
name of registrant as specified in its charter)
 
 Delaware
              
              13-3533987(State
      or other jurisdiction of incorporation or organization)
              
              (I.R.S.
      Employer Identification No.)625
      Madison Avenue, New York, New York
              
              10022(Address
      of principal executive offices)
              
              (Zip
      Code)
 
 Registrant’s
telephone number, including area code (212) 317-5700
 
 Securities
registered pursuant to Section 12(b) of the Act:
 
 None
 
 Securities
registered pursuant to Section 12(g) of the Act:
 
 Title of Class
 Beneficial Assignment Certificates and
Limited Partnership Interests
 
 Indicate by check mark if the
registrant is a well-known seasoned issuer, as defined in Rule 405 of the
Securities Act.  Yes
[  ]    No  x
 
 Indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or Section
15(d) of the Act.  Yes
[  ]    No  x
 
 Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90
days.  Yes xNo [  ]
 
 Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this
chapter) is not contained herein, and will not be contained, to the best of
registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  x
 
 Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer or a smaller reporting company.  See definition of “large
accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule
12b-2 of the Exchange Act.  (Check one):
 
 Large
      accelerated filer [  ]
              
              Accelerated
      filer [  ]Non-accelerated
      filer [  ]  (Do not check if a smaller reporting
      company)
              
              Smaller
      reporting company x
 
 Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the
Act).  Yes  [  ]  No  x
 
 The approximate aggregate book value of
the voting and non-voting common equity held by non-affiliates of the registrant
as of September 30, 2007 was $(992,000) based on Limited Partner equity
(deficit) as of such date.
 
 Registrant’s
voting and non-voting common equity is not publicly traded.
 
 DOCUMENTS
INCORPORATED BY REFERENCE
 
 None
  
 
 PART
I
 
 
 Item
1.           Business
  General
  Freedom Tax Credit Plus L.P. (the “Partnership”) is
a limited partnership which was formed under the laws of the State of Delaware
on August 28, 1989. The General Partners of the Partnership are Related Freedom
Associates L.P., a Delaware limited partnership (the “Related General Partner”), and
Freedom GP Inc., a Delaware corporation (the “Freedom General Partner” and
together with the RelatedGeneral Partner, the “GeneralPartners”).  The general partner of the Related General Partner
is Related Freedom Associates Inc., a Delaware corporation.  The
ultimate parent of the General Partners is Centerline Holding Company
(“Centerline”).
  On
February 9, 1990, the Partnership commenced a public offering (the “Offering”)
of Beneficial Assignment Certificates (“BACs”) representing assignments of
limited partnership interests in the Partnership (“Limited Partnership
Interests”), pursuant to a prospectus dated February 9, 1990, as supplemented by
supplements thereto, dated December 7, 1990, May 10, 1991, July 10, 1991 and
July 23, 1991 (as so supplemented, the “Prospectus”).
  The
Partnership received $72,896,000 of the gross proceeds of the Offering from
4,780 investors, and the Offering was terminated on August 8, 1991. (See Item 8,
“Financial Statements and Supplementary Data,” Note 1 of Notes to Consolidated
Financial Statements.)
  The Partnership
was formed to invest as a limited partner in other limited partnerships
(“Local Partnerships”), each of which owns one or more leveraged low-income
multi-family residential complexes (“Apartment Complexes” or “Properties”) that
are eligible for the low-income housing tax credit (“Tax Credit”) enacted in the
Tax Reform Act of 1986, and some of which may also be eligible for the historic
rehabilitation tax credit.  The Partnership’s investment in each Local
Partnership represents 98% to 99% of the partnership interests in the Local
Partnership.  The Partnership had originally acquired interests in
forty-two Local Partnerships, and as of March 31, 2008, approximately
$58,000,000 of the net proceeds of the Offering has been invested in such Local
Partnerships, representing all of the Partnership’s net proceeds available for
investment.  Subsequent to March 31, 2008 and as of the date of this
filing, there have been no additional investments, nor are any other investments
expected. See Item 2, “Properties,” below.
  The
Partnership is currently in the process of disposing all of its
investments.  During the fiscal year ended March 31, 2008, the
properties and the related assets and liabilities of one Local Partnership and
the Partnership’s limited partnership interest in fifteen Local Partnerships
were sold, and the Partnership has entered into an agreement to sell its limited
partnership interest in one additional Local Partnership.  Through the
year ended March 31, 2008 the Partnership has disposed of thirty- eight of its
forty-two original investments.  All gains and losses on sales are
included in discontinued operations.
  The
investment objectives of the Partnership are described below.
  1.
Entitle qualified BACs holders to Tax Credits over the Credit Period (as defined
below) with respect to each Apartment Complex.
  2.
Preserve and protect the Partnership’s capital.
  3.
Participate in any capital appreciation in the value of the Properties and
provide distributions of sale or refinancing proceeds upon the disposition of
the Properties.
  4.
Allocate passive losses to individual BACs holders to offset passive income that
they may realize from rental real estate investments and other passive
activities, and allocate passive losses to corporate BACs holders to offset
business income.
  One
of the Partnership’s investment objectives is to entitle qualified BACs holders
to Tax Credits over the period of the Partnership’s entitlement to claim Tax
Credits (for each Investment Property, generally ten years from the date of
investment or, if later, the date the Property is leased to qualified tenants;
referred to herein as the “Credit Period”).  Each of the Local
Partnerships in which the Partnership has an interest has been allocated by the
relevant state credit agency the authority to recognize Tax Credits during the
Credit Period, as each of the Local Partnership satisfied the rent restriction,
minimum set-aside and other requirements for recognition of the Tax Credits at
all times during the 15-year compliance period (the “Compliance
Period”).  Once a Local Partnership became eligible to recognize Tax
Credits, it could have lost such eligibility and suffered an event of
“recapture” if its Property failed to remain in compliance with the Tax Credit
requirements. None of the Local Partnerships in which the Partnership has
acquired an interest has suffered an event of recapture.
  Tax
Credits with respect to a given Apartment Complex were available for the Credit
Period.  However, the annual Tax Credits available in the year in
which the Apartment Complex is leased to qualified tenants must be prorated
based upon the months remaining in the year. The amount of the annual Tax
Credits not available in the first year was available in the eleventh year.
Internal Revenue Code Section 42 regulates the use of the Apartment Complexes as
to occupancy, eligibility, and unit gross rent, among other requirements. Each
Apartment Complex must meet the provisions of these regulations during the
Compliance Period in order to remain qualified to receive the
credits.
  As
of December 31, 2002, all the Local Partnerships had completed their Credit
Periods, and as of December 31, 2007, all the Local Partnerships had completed
their Compliance Periods.  The Partnership has met its primary
objective of generating Tax Credits for qualified BACs holders.
  The
Partnership continues to meet its investment objective of allocating passive
losses to individual BACs holders to offset passive income that they may realize
from rental real estate investments and other passive activities, and allocating
passive losses to corporate BACs holders to offset business income.
  Property
and equipment to be held and used are carried at cost which includes the
purchase price, acquisition fees and expenses, and any other costs incurred in
acquiring the Properties. The cost of property and equipment is depreciated over
their estimated useful lives using accelerated and straight-line methods.
Expenditures for repairs and maintenance are charged to expense as incurred;
major renewals and betterments are capitalized. At the time property and
equipment are retired or otherwise disposed of, the cost and accumulated
depreciation are eliminated from the assets and accumulated depreciation
accounts and the profit or loss on such disposition is reflected in
earnings.  The Partnership complies with SFAS No. 144.
  - 2
-
 
 A
loss on impairment of assets is recorded when management estimates amounts
recoverable through future operations and sale of the Property on an
undiscounted basis are below depreciated cost.  At that time the
Property investments themselves are reduced to estimated fair value (generally
using the discounted cash flow valuation method).  Through March 31,
2008, the Partnership has recorded approximately $5,726,000 as a loss on
impairment of assets or reduction to estimated fair value.
  Cash
distributions received from the Local Partnerships from operations have been
relatively immaterial. Management does not expect that the distributions
received from the Local Partnerships from operations will be sufficient to
permit cash distributions to BACs holders. The Partnership does not anticipate
providing cash distributions to BACs holders other than distributions of sale or
refinancing proceeds.  The Partnership does not anticipate being able
to make distributions to return to BACs holders their original capital
contributions and, therefore, there can be no assurance that the Partnership
will achieve this investment objective.  During the year ended March
31, 2008, distributions from sales proceeds were made to the BACs holders of
approximately $5,669,000 and to the General Partners of approximately
$57,000.  Through the year ended March 31, 2008, cumulative
distributions from sales proceeds were made to BACs holders of approximately
$12,594,000 and to the General Partners of approximately $127,000.
  Sale of
Properties
  The
Partnership is currently in the process of disposing of its
investments.  During the fiscal year ended March 31, 2008, the
properties and the related assets and liabilities of one Local Partnership and
the Partnership’s limited partnership interest in fifteen Local Partnerships
were sold, and the Partnership has entered into an agreement to sell its limited
partnership interest in one additional Local Partnership.  Through the
year ended March 31, 2008, the Partnership has disposed of thirty- eight of its
forty-two original investments.  There can be no assurance as to when
the Partnership will dispose of its remaining investments or the amount of
proceeds which may be received.  However, based on the historical
operating results of the Local Partnerships and the current economic conditions,
including changes in tax laws, it is unlikely that the proceeds from such sales
received by the Partnership will be sufficient to return to the limited partners
their original investments.  All gains and losses on sales are
included in discontinued operations.
  On
February 28, 2008, the Partnership’s limited partnership interest in Ogontz Hall
Investors, L.P. (“Ogontz Hall”) was sold to an affiliate of the Local General
Partner for a sales price of $15,000.  The Partnership received
proceeds of $15,000.  Because Ogontz Hall was sold to a related party
of the Local Partnership, the sale resulted in a non-cash contribution to the
Local Partnership from the Local General Partner of approximately $508,000 at
the date of sale.  Such contribution flows through minority interest
as a result of the write-off of the deficit basis in the property of
approximately $493,000 and the $15,000 cash received from the sale.
  On
December 31, 2007, the Partnership’s limited partnership interest in Brittany
Associates, L.P. (“Brittany”) was sold to the Local General Partner for a sales
price of $1,000.  The Partnership received proceeds of
$1,000.  Because Brittany Manor was sold to a related party of the
Local Partnership, the sale resulted in a non-cash distribution from the Local
Partnership to the Local General Partner of approximately $25,000 at the date of
sale.  Such distribution flows through minority interest as a result
of the write-off of the basis in the property of approximately $26,000 and the
$1,000 cash received from the sale.
  On
December 31, 2007, the Partnership’s limited partnership interest in Brookwood
Associates, Ltd. (“Brookwood”) was sold to the Local General Partner for a sales
price of $1,000.  The Partnership received proceeds of
$1,000.  Because Brookwood Apartments was sold to a related party of
the Local Partnership, the sale resulted in a non-cash contribution to the Local
Partnership from the Local General Partner of approximately $152,000 at the date
of sale.  Such contribution flows through minority interest as a
result of the write-off of the deficit basis in the property of approximately
$151,000 and the $1,000 cash received from the sale.
  On
December 31, 2007, the Partnership’s limited partnership interest in Elmwood
Associates, L.P. (“Elmwood”) was sold to the Local General Partner for a sales
price of $1,000.  The Partnership received proceeds of
$1,000.  Because Elmwood Square was sold to a related party of the
Local Partnership, the sale resulted in a non-cash distribution from the Local
Partnership to the Local General Partner of approximately $73,000 at the date of
sale.  Such distribution flows through minority interest as a result
of the write-off of the basis in the property of approximately $74,000 and the
$1,000 cash received from the sale.
  On
December 31, 2007, the Partnership’s limited partnership interest in Heflin
Hills Apartments, L.P. (“Heflin Hills”) was sold to the Local General Partner
for a sales price of $1,000.  The Partnership received proceeds of
$1,000.  Because Heflin Hills was sold to a related party of the Local
Partnership, the sale resulted in a non-cash contribution to the Local
Partnership from the Local General Partner of approximately $33,000 at the date
of sale.  Such contribution flows through minority interest as a
result of the write-off of the deficit basis in the property of approximately
$32,000 and the $1,000 cash received from the sale.
  On
December 31, 2007, the Partnership’s limited partnership interest in Hidden
Valley Apartments, Ltd. (“Hidden Valley”) was sold to the Local General Partner
for a sales price of $1,000.  The Partnership received proceeds of
$1,000.  Because Hidden Valley was sold to a related party of the
Local Partnership, the sale resulted in a non-cash distribution from the Local
Partnership to the Local General Partner of approximately $128,000 at the date
of sale.  Such distribution flows through minority interest as a
result of the write-off of the basis in the property of approximately $129,000
and the $1,000 cash received from the sale.
  On
December 31, 2007, the Partnership’s limited partnership interest in New Augusta
Associates, Ltd. (“New Augusta”) was sold to the Local General Partner for a
sales price of $1,000.  The Partnership received proceeds of
$1,000.  Because New Augusta was sold to a related party of the Local
Partnership, the sale resulted in a non-cash distribution from the Local
Partnership to the Local General Partner of approximately $45,000 at the date of
sale.  Such distribution flows through minority interest as a result
of the write-off of the basis in the property of approximately $46,000 and the
$1,000 cash received from the sale.
  - 3
-
  On
December 31, 2007, the Partnership’s limited partnership interest in Shadowood
Apartments, Ltd. (“Shadowood”) was sold to the Local General Partner for a sales
price of $1,000.  The Partnership received proceeds of
$1,000.  Because Shadowood was sold to a related party of the Local
Partnership, the sale resulted in a non-cash distribution from the Local
Partnership to the Local General Partner of approximately $6,000 at the date of
sale.  Such distribution flows through minority interest as a result
of the write-off of the basis in the property of approximately $7,000 and the
$1,000 cash received from the sale.
  On
December 31, 2007, the Partnership’s limited partnership interest in West Hill
Square Apartments, Ltd. (“West Hill Square”) was sold to the Local General
Partner for a sales price of $1,000.  The Partnership received
proceeds of $1,000.  Because West Hill Square was sold to a related
party of the Local Partnership, the sale resulted in a non-cash contribution to
the Local Partnership from the Local General Partner of approximately $6,000 at
the date of sale.  Such contribution flows through minority interest
as a result of the write-off of the deficit basis in the property of
approximately $5,000 and the $1,000 cash received from the sale.
 
 On
December 31, 2007, the Partnership’s limited partnership interest in Windsor
Place, Ltd. (“Windsor”) was sold to the Local General Partner for a sales price
of $1,000.  The Partnership received proceeds of
$1,000.  Because Windsor Place was sold to a related party of the
Local Partnership, the sale resulted in a non-cash contribution to the Local
Partnership from the Local General Partner of approximately $28,000 at the date
of sale.  Such contribution flows through minority interest as a
result of the write-off of the deficit basis in the property of approximately
$27,000 and the $1,000 cash received from the sale.
  On
December 27, 2007, the Partnership’s limited partnership interest in Middletown
Associates (“Wilson Street”) was sold to an affiliate of the Local General
Partner for a sales price of $20,000.  Because Wilson Street was sold
to a related party of the Local Partnership, the sale resulted in a non-cash
contribution to the Local Partnership from the Local General Partner of
approximately $53,000 at the date of sale.  A downward adjustment to
the non-cash contribution of $2,000 was recorded during the quarter ended March
31, 2008, resulting in an overall non-cash contribution of
$51,000.  Such contribution flows through minority interest as a
result of the write-off of the deficit basis in the property of approximately
$33,000 and $20,000 cash received from the sale.  The sale also
resulted in a non-cash contribution to the Local Partnership from an affiliate
of the General Partner of approximately $23,000 as a result of the write-off of
payables owed by the Local Partnership.
  On
December 10, 2007, the Partnership’s limited partnership interest in Pecan Creek
Limited Partnership (“Pecan Creek”) was sold to an affiliate of the Local
General Partner for a sales price of $25,000.  The Partnership
received proceeds of $25,000.  Because Pecan Creek was sold to a
related party of the Local Partnership, the sale resulted in a non-cash
contribution to the Local Partnership from the Local General Partner of
approximately $99,000 at the date of sale.  Such contribution flows
through minority interest as a result of the write-off of the deficit basis in
the property of approximately $74,000 and the $25,000 received from the
sale.
  On
November 16, 2007, the Partnership’s limited partnership interest in Grand
Vendome Associates Limited Partnership (“Vendome”) was sold to an affiliate of
the Local General Partner for a sales price of $125,000.  The
Partnership received proceeds of $125,000.  Because Vendome was sold
to a related party of the Local Partnership, the sale resulted in a non-cash
contribution to the Local Partnership from the Local General Partner of
approximately $1,271,000 at the date of sale.  An adjustment to the
non-cash contribution of $106,000 was recorded during the quarter ended March
31, 2008, resulting in an overall non-cash contribution of
$1,377,000.  Such contribution flows through minority interest as a
result of the write-off of the deficit basis in the property of approximately
$1,252,000 and the $125,000 cash received from the sale.
  On
October 24, 2007, the property and the related assets and liabilities of
Victoria Manor Associates (“Victoria Manor”) were sold to an affiliate of the
Local General Partner for a sale price of $6,475,000.  The Partnership
received proceeds of $3,660,000 from this sale after the repayment of mortgages,
other liabilities, closing costs and distribution to minority interest of
approximately $2,818,000.  Because Victoria Manor was sold to a
related party of the Local Partnership, the sale resulted in a non-cash
contribution to the Local Partnership from the Local General Partner of
approximately $2,726,000 at the date of sale.  An adjustment to the
non-cash contribution of $744,000 was recorded during the quarter ended March
31, 2008, resulting in an overall non-cash contribution of
$3,470,000.  Such contribution flows through minority interest as a
result of the write-off of the deficit basis in the property.
  On
September 11, 2007, the Partnership’s limited partnership interest in Magnolia
Mews Limited Partnership (“Magnolia Mews”) was sold to the Local General Partner
for a sales price of $82,500.  The Partnership received proceeds of
$82,500 from this sale.  Because Magnolia Mews was sold to a related
party of the Local Partnership, the sale resulted in a non-cash distribution
from the Local Partnership to the Local General Partner of approximately
$153,000 at the date of the sale.  A downward adjustment to the
non-cash distribution of $27,000 was recorded during the quarter ended March 31,
2008, resulting in an overall non-cash distribution of $126,000.  Such
distribution flows through minority interest as a result of the write-off of the
partners’ basis in the property of approximately $208,000 and the $82,500 cash
received from the sale.
  On
May 3, 2007, the Partnership’s limited partnership interest in 220 Cooper Street
Limited Partnership (“Cooper Street”) was sold to the Local General Partner for
a sales price of $50,000.  The Partnership received net proceeds of
approximately $12,000 from this sale.  Because Cooper Street was sold
to a related party of the Local Partnership, the sale resulted in a non-cash
contribution to the Local Partnership from the Local General Partner of
approximately $173,000 which was recognized during the quarter ended June 30,
2007.  An adjustment to the non-cash contribution of approximately
$33,000 and a downward adjustment to the non-cash contribution of approximately
$16,000 was recorded during the quarters ended September 30, 2007 and March 31,
2008, respectively, resulting in an overall non-cash contribution of
approximately $190,000.  Such contribution flows through minority
interest as a result of the write-off of the partners’ deficit basis in the
property of approximately $178,000 and the $12,000 cash received from the
sale.
  On
January 31, 2007, the property and the related assets and liabilities of Eagle
Ridge Limited Partnership (“Eagle Ridge”) were sold to an unaffiliated third
party purchaser for a sales price of $2,000,000.  The Partnership
received $412,730 as a distribution from this sale after the repayment of
mortgages, other liabilities, closing costs and distributions to minority
interests of approximately $1,587,000.  The sale resulted in a gain of
approximately $600,000 resulting from the write-off of the partners’ deficit
basis in the property of approximately $600,000 at the date of the
sale.  The sale resulted in the liquidation of Eagle
Ridge.
  On January 10, 2007, the property and the related
assets and liabilities of Lauderdale Lakes Associates, Ltd. (“Lauderdale Lakes”)
were sold to an affiliate of the Local General Partner for a sales price of
$5,900,000.  The Partnership received $790,773 as a distribution from
this sale after the repayment of mortgages, other liabilities and closing costs
of approximately $5,109,000.  During the quarter ended December 31,
2006, in accordance with Statement of Financial Accounting Standards No.
144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (“SFAS No.
144”), the Partnership deemed the building impaired and wrote it down to its
fair value which resulted in a loss on impairment of approximately
$1,106,000.  Because Lauderdale Lakes was sold to a related party of
the Local Partnership, the sale resulted in a non-cash distribution from the
Local Partnership to the Local General Partner of approximately
$329,000.  Such distribution flows through minority interest as a
result of the write-off of the partners’ basis in the property of approximately
$329,000.  The sale resulted in the liquidation of Lauderdale
Lakes.
  - 4
-
 
 On
January 1, 2007, the Partnership’s limited partnership interest in Harmony
Associates, L.P. (“Harmony Gate”) was sold to the Local General Partner for a
sales price of $1,409,990.  The Partnership received proceeds of
$1,409,990 from the sale.  Because Harmony Gate was sold to a related
party of the Local Partnership, the sale resulted in a non-cash contribution to
the Local Partnership from the Local General Partner of approximately
$1,211,000.  Such contribution flows through minority interest as a
result of the write-off of the partners’ basis in the property of approximately
$199,000 and the $1,409,990 cash received from the sale.
  On
January 1, 2007, the Partnership’s limited partnership interest in Conifer
Irondequoit Associates (“Abraham Lincoln”) was sold to the Local General Partner
for a sales price of $1.  Because Abraham Lincoln was sold to a
related party of the Local Partnership, the sale resulted in a non-cash
contribution to the Local Partnership from the Local General Partner of
approximately $127,000.  Such contribution flows through minority
interest as a result of the write-off of the partners’ deficit basis in the
property of approximately $127,000 at the date of the sale.  The sale
also resulted in a non-cash contribution to the Local Partnership from an
affiliate of the Local General Partner of approximately $20,000 as a result of
the write-off of payables owed by the Local Partnership.  The sale
resulted in the liquidation of Abraham Lincoln.
  On
October 25, 2006, the property and the related assets and liabilities of C-H
Development Group Associates, L.P. (“Manhattan B”) were sold to an unaffiliated
third party purchaser for a sales price of $2,100,000.  The
Partnership received $850,980 as a distribution from this sale after the
repayment of mortgages, other liabilities and closing costs of approximately
$1,249,000.  The sale resulted in a gain of approximately $842,000
resulting from the write-off of the partners’ deficit basis in the property of
approximately $842,000 at the date of the sale.  The sale resulted in
the liquidation of Manhattan B.
  On
September 29, 2006, the property and the related assets and liabilities of
Oxford Trace Apartments (“Oxford Trace”) were sold to an unaffiliated third
party purchaser for a sales price of $725,000.  The Partnership
received $49,279 as a distribution from this sale after the repayment of
mortgages, other liabilities and closing costs of approximately
$676,000.  The sale resulted in a gain of approximately $373,000
resulting from the write-off of the partners’ deficit basis in the property of
approximately $373,000 at the date of the sale which was recognized during the
year ended March 31, 2007.  A downward adjustment to the gain of
approximately $7,000 was recorded during the quarter ended September 30, 2007,
resulting in overall gain of approximately $366,000.  The sale also
resulted in a non-cash contribution to the Local Partnership from the Local
General Partner of approximately $494,000 as a result of the write-off of
payables owed by the Local Partnership.  The sale resulted in the
liquidation of Oxford Trace.
  On
September 29, 2006, the property and the related assets and liabilities of
Tivoli Place Apartments (“Tivoli Place”) were sold to an unaffiliated third
party purchaser for a sales price of $3,050,000.  The Partnership
received $1,338,631 as a distribution from this sale after the repayment of
mortgages, other liabilities, closing costs and distributions to minority
interests of approximately $1,711,000.  The sale resulted in a gain of
approximately $905,000 resulting from the write-off of the partners’ deficit
basis in the property of approximately $905,000 at the date of the sale which
was recognized during the year ended March 31, 2007.  A downward
adjustment to the gain of approximately $6,000 was recorded during the quarter
ended September 30, 2007, resulting in overall gain of approximately
$899,000.  The sale also resulted in a non-cash distribution from the
Local Partnership to the Local General Partner of approximately $62,000 as a
result of the write-off of receivables owed to the Local
Partnership.  The sale resulted in the liquidation of Tivoli
Place.
  On
September 20, 2006, the property and the related assets and liabilities of
Bennion Park Apartments (“Mulberry”) were sold to an unaffiliated third party
purchaser for a sales price of $4,900,000.  The Partnership received
$2,321,740 as a distribution from this sale after the repayment of mortgages,
other liabilities, closing costs and distributions to minority interests of
approximately $2,578,000.  The sale resulted in a gain of
approximately $2,183,000 resulting from the write-off of the partners’ deficit
basis in the property of approximately $2,183,000 at the date of the sale which
was recognized during the year ended March 31, 2007.  A downward
adjustment to the gain of approximately $57,000 was recorded during the quarter
ended September 30, 2007, resulting in overall gain of approximately
$2,126,000.  The sale also resulted in a non-cash distribution from
the Local Partnership to the Local General Partner of approximately $980,000 as
a result of the write-off of receivables owed to the Local
Partnership.  The sale resulted in the liquidation of
Mulberry.
  On
September 20, 2006, the property and the related assets and liabilities of Twin
Trees Apartments (“Twin Trees”) were sold to an unaffiliated third party
purchaser for a sales price of $2,300,000.  The Partnership received
$927,148 as a distribution from this sale after the repayment of mortgages,
other liabilities, closing costs and distributions to minority interests of
approximately $1,373,000.  The sale resulted in a gain of
approximately $904,000 resulting from the write-off of the partners’ deficit
basis in the property of approximately $904,000 at the date of the sale which
was recognized during the year ended March 31, 2007.  A downward
adjustment to the gain of approximately $7,000 was recorded during the quarter
ended September 30, 2007, resulting in overall gain of approximately
$897,000.  The sale also resulted in a non-cash distribution from the
Local Partnership to the Local General Partner of approximately $582,000 as a
result of the write-off of receivables owed to the Local
Partnership.  The sale resulted in the liquidation of Twin
Trees.
  On
July 26, 2006, the property and the related assets and liabilities of Washington
Brooklyn Limited Partnership (“Washington”) were sold to an unaffiliated third
party purchaser for a sales price of approximately $160,000 and the assumption
of the related mortgage liabilities and certain litigation which was resolved in
2006.  After the repayment of other liabilities and closing costs of
approximately $39,000, the Partnership received $120,874 on May 8,
2008.  During the quarter ended June 30, 2006, in accordance with
Statement of Financial Accounting Standards No. 144, “Accounting for the
Impairment or Disposal of Long-Lived Asset” (“SFAS No. 144”), the Partnership
deemed the building impaired and wrote it down to its fair value which resulted
in a loss on impairment of $400,000.  The sale resulted in a loss of
approximately $384,000 resulting from the write-off of the partners’ basis in
the property of approximately $384,000 at the date of the sale which was
recognized during the year ended March 31, 2007.  An adjustment to the
loss of approximately $5,000 was recorded during the quarter ended June 30,
2007, resulting in overall loss of approximately $379,000.  The sale
also resulted in a non-cash contribution to the Local Partnership from an
affiliate of the Local General Partner of approximately $30,000 as a result of
the write-off of payables owed by Local Partnership.  The sale
resulted in the liquidation of Washington.
  - 5
-
  On
June 26, 2006, the property and the related assets and liabilities of Hunters
Chase Apartments (“Hunters Chase”) were sold to an unaffiliated third party
purchaser for a sales price of $2,730,000.  The Partnership received
$334,243 as a distribution from this sale after the repayment of mortgages,
other liabilities and closing costs of approximately $2,396,000.  The
sale resulted in a gain of approximately $1,192,000 resulting from the write-off
of the partners’ deficit basis in the property of approximately $1,192,000 at
the date of the sale, which was recorded during the quarter ended September 30,
2006.  An adjustment to the gain of approximately $72,000 was recorded
during the quarter ended December 31, 2006, and an additional downward
adjustment to the gain of approximately $32,000 was recorded during the quarter
ended September 30, 2007, resulting in overall gain of approximately
$1,232,000.  The sale also resulted in a non-cash contribution to the
Local Partnership from the Local General Partner of approximately $1,245,000 as
a result of the write-off of payables owed by the Local
Partnership.  The sale resulted in the liquidation of Hunters
Chase.
  On
June 26, 2006, the property and the related assets and liabilities of Wilshire
Apartments (“Wilshire”) were sold to an unaffiliated third party purchaser for a
sales price of $1,700,000.  The Partnership received $31,986 as a
distribution from this sale after the repayment of mortgages, other liabilities
and closing costs of approximately $1,668,000.  The sale resulted in a
gain of approximately $680,000 resulting from the write-off of the partners’
deficit basis in the property of approximately $680,000 at the date of the sale,
which was recorded during the quarter ended September 30, 2006.  A
downward adjustment to the gain of approximately $161,000 was recorded during
the quarter ended December 31, 2006, and an additional downward adjustment to
the gain of approximately $7,000 was recorded during the quarter ended September
30, 2007, resulting in overall gain of approximately $512,000.  The
sale also resulted in a non-cash contribution to the Local Partnership from the
Local General Partner of approximately $1,179,000 as a result of the write-off
of payables owed by the Local Partnership.   The sale resulted in
the liquidation of Wilshire.
  On
June 20, 2006, the property and the related assets and liabilities of Bethel
Park Apartments (“Bethel Park”) were sold to an unaffiliated third party
purchaser for a sales price of $2,500,000.  The Partnership received
$620,674 as a distribution from this sale after the repayment of mortgages,
other liabilities and closing costs of approximately $1,879,000.  The
sale resulted in a gain of approximately $319,000 resulting from the write-off
of the partners’ deficit basis in the property of approximately $319,000 at the
date of the sale, which was recorded during the quarter ended September 30,
2006.  An adjustment to the gain of approximately $11,000 was recorded
during the quarter ended March 31, 2007, and an additional downward adjustment
to the gain of approximately $27,000 was recorded during the quarter ended
September 30, 2007, resulting in overall gain of approximately
$303,000.  The sale also resulted in a non-cash contribution to the
Local Partnership from the Local General Partner of approximately $298,000 as a
result of the write-off of payables owed by the Local
Partnership.  The sale resulted in the liquidation of Bethel
Park.
  On
June 20, 2006, the property and the related assets and liabilities of Zebulon
Park Apartments (“Zebulon”) were sold to an unaffiliated third party purchaser
for a sales price of $2,000,000.  The Partnership received $420,305 as
a distribution from this sale after the repayment of mortgages, other
liabilities and closing costs of approximately $1,580,000.  The sale
resulted in a gain of approximately $115,000 resulting from the write-off of the
partners’ deficit basis in the property of approximately $115,000 at the date of
the sale, which was recorded during the quarter ended September 30,
2006.  A downward adjustment to the gain of approximately $3,000 was
recorded during the quarter ended December 31, 2006, and an additional downward
adjustment to the gain of approximately $45,000 was recorded during the quarter
ended September 30, 2007, resulting in overall gain of approximately
$67,000.  The sale also resulted in a non-cash contribution to the
Local Partnership from the Local General Partner of approximately $264,000 as a
result of the write-off of payables owed by the Local
Partnership.  The sale resulted in the liquidation of
Zebulon.
  On
June 5, 2006, the property and the related assets and liabilities of Northwood
Apartments of Georgia (“Northwood”) were sold to an unaffiliated third party
purchaser for a sales price of $6,050,000.  The Partnership received
$3,197,019 as a distribution from this sale after the repayment of mortgages,
other liabilities, closing costs and distributions to minority interests of
approximately $2,853,000.  The sale resulted in a gain of
approximately $2,367,000 resulting from the write-off of the partners’ basis in
the property of approximately $2,367,000 at the date of the sale, which was
recorded during the quarter ended September 30, 2006.  An adjustment
to the gain of approximately $81,000 was recorded during the quarter ended March
31, 2007, and an additional downward adjustment to the gain of approximately
$7,000 was recorded during the quarter ended September 30, 2007, resulting in
overall gain of approximately $2,441,000.  The sale also resulted in a
non-cash distribution from the Local Partnership to the Local General Partner of
approximately $868,000 as a result of the write-off of receivables owed to the
Local Partnership.  The sale resulted in the liquidation of
Northwood.
  On
March 31, 2006, the Partnership’s limited partnership interest in Davidson Court
Limited Partnership (“Davidson Court”) was sold to an affiliate of the general
partner of the Local Partnership (the “Local General Partner”) for a sales price
of $1,100,000.  The Partnership received proceeds of $1,066,715 from
this sale after the payment of closing costs of approximately $33,000 from the
sales price.  Because Davidson Court was sold to a related party of
the Local Partnership, the sale resulted in a non-cash contribution to the Local
Partnership from the Local General Partner of approximately $68,000 which was
recorded during the quarter ended September 30, 2006.  Such
contribution flows through minority interest as a result of the write-off of the
partners’ basis in the property of approximately $999,000 and the $1,066,715
cash received from the sale.
  On March 31, 2006,
the Partnership’s limited partnership interest in CLM Equities Limited
Partnership (“Morris Avenue”) was sold to the Local General Partner and its
affiliate for a sales price of $265,000.  The Partnership received
proceeds of $264,990 from this sale.  Because Morris Avenue was sold
to a related party of the Local Partnership, the sale resulted in a non-cash
distribution from the Local Partnership to the Local General Partner of
approximately $424,000, which was recorded during the quarter ended June 30,
2006.  A downward adjustment of approximately $9,000 was recorded
during the quarter ended December 31, 2006, resulting in overall non-cash
distribution of approximately $415,000.  Such distribution flows
through minority interest as a result of the write-off of the partners’ basis in
the property of approximately $680,000 and the $264,990 cash received from the
sale.
  On
February 1, 2006, the Partnership’s limited partnership interest in Ivanhoe
Apartments Limited Partnership (“Ivanhoe”) was sold to the Local General Partner
for a sales price of $150,000.  The Partnership received proceeds of
$150,000 from this sale.  Because Ivanhoe was sold to a related party
of the Local Partnership, the sale resulted in a non-cash distribution from the
Local Partnership to the Local General Partner of approximately $50,000, which
was recorded during the quarter ended June 30, 2006.  An adjustment to
the non-cash distribution of approximately $35,000 was recorded during the
quarter ended March 31, 2007, resulting in overall non-cash distribution of
approximately $85,000.  Such distribution flows through minority
interest as a result of the write-off of the partners’ basis in the property of
approximately $235,000 and the $150,000 cash received from the
sale.  The sale also resulted in a non-cash contribution to the Local
Partnership from an affiliate of the General Partner of approximately $35,000 as
a result of the write-off of payables owed by Local Partnership.
  - 6
-
  On
January 19, 2006, the Partnership’s limited partnership interest in Nelson
Anderson Affordable Housing Limited Partners (“Nelson Anderson”) was sold to the
Local General Partner for a sales price of $490,000.  The Partnership
received proceeds of $489,990 from this sale.  Because Nelson Anderson
was sold to a related party of the Local Partnership, the sale resulted in a
non-cash distribution from the Local Partnership to the Local General Partner of
approximately $196,000, which was recorded during the quarter ended June 30,
2006.  A downward adjustment to the non-cash distribution of
approximately $1,000 was recorded during the quarter ended March 31, 2007,
resulting in overall non-cash distribution of approximately
$197,000.  Such distribution flows through minority interest as a
result of the write-off of the partners’ basis in the property of approximately
$687,000 and the $489,990 cash received from the sale.  The sale also
resulted in a non-cash contribution to the Local Partnership from an affiliate
of the General Partner of approximately $28,000 as a result of the write-off of
payables owed by Local Partnership.
  Asset
Held for Sale
  On
December 31, 2007 the Partnership entered into an assignment and assumption
agreement to sell its limited partnership interest in Pine Shadow, Ltd (“Pine
Shadow”) to an affiliate of the Local General Partners for a sales price of
$1,000.  The sales documents have been executed and the initial
deposit funds are being held in escrow.  The closing is expected to
occur by the end of 2008.  No assurance can be given that the sale
will actually occur.  As of December 31, 2007, Pine Shadow had
property and equipment, at cost, of approximately $2,404,000, accumulated
depreciation of approximately $1,192,000 and mortgage debt of approximately
$1,610,000.
  Segments
 The
Partnership operates in one segment, which is the investment in multi-family
residential property.  Financial information about this segment is set
forth in Item 8 hereto.
  Competition
 The
real estate business is highly competitive and substantially all of the
properties acquired are subject to active competition from similar properties in
their respective vicinities. In addition, various other limited partnerships
may, in the future, be formed by the General Partners and/or their affiliates to
engage in businesses which may compete with the Partnership.
  Employees
 The
Partnership does not have any direct employees. All services are performed for
the Partnership by its General Partners and their affiliates. The General
Partners receive compensation in connection with such activities as set forth in
Items 11 and 13. In addition, the Partnership reimburses the General Partners
and certain of their affiliates for expenses incurred in connection with the
performance by their employees of services for the Partnership in accordance
with the Partnership’s Amended and Restated Agreement and Certificate of Limited
Partnership (the “Partnership Agreement”).
  Item
1A.  Risk Factors
  The
Partnership is subject to risks incident to potential losses arising from the
management and ownership of improved real estate. The Partnership can also be
affected by poor economic conditions generally, and due to the fact that the
Partnership is in the final stages of liquidating its portfolio, the portfolio
is no longer geographically diverse.  There are also substantial risks
associated with owning properties receiving government assistance; for example
the possibility that Congress may not appropriate funds to enable the U.S.
Department of Housing and Urban Development (“HUD”) to make rental assistance
payments. HUD also restricts annual cash distributions to partners based on
operating results and a percentage of the owners’ equity
contribution.  As of March 31, 2008, there was one Local Partnership
subsidized by HUD.  The Partnership cannot sell or substantially
liquidate its investments in subsidiary partnerships during the period that the
subsidy agreements are in existence without HUD’s approval. Furthermore there
may not be market demand for apartments at full market rents when the rental
assistance contract expires.
  Item
1B.  Unresolved Staff Comments
  None
  - 7
-
  Item
2.    Properties
  The
Partnership had originally invested in 42 Local Partnerships.  The
Partnership holds a 98% to 99% limited partnership interest in each of its
remaining Local Partnerships.  Set forth below is a schedule of these
Local Partnerships including certain information concerning the Apartment
Complexes (the “Local Partnership Schedule”). Further information concerning
these Local Partnerships and their Properties, including any encumbrances
affecting the Properties, may be found in Item 15 (a) 2; Schedule
III.
 Local Partnership
      ScheduleName
      of Location
                (Number
      of Units)
              
              
              
              %
      of Units Occupied at May 1,Date
      Acquired
              
              2008
              
              2007
              
              2006
              
              2005
              
              2004Parkside
      TownhomesYork,
      PA (53)
              
              September
      1990
              
              
              (a
              )
              
              (a
              )
              
              (a
              )
              
              92
              %
              
              98
              %Twin
      TreesLayton,
      UT (43)
              
              October
      1990
              
              
              (c
              )
              
              (c
              )
              
              98
              %
              
              93
              %
              
              95
              %Bennion
      (Mulberry)Taylorsville,
      UT (80)
              
              October
      1990
              
              
              (c
              )
              
              (c
              )
              
              95
              %
              
              95
              %
              
              93
              %Hunters
      ChaseMadison,
      AL (91)
              
              October
      1990
              
              
              (c
              )
              
              (c
              )
              
              90
              %
              
              80
              %
              
              80
              %Wilshire
      ParkHuntsville,
      AL (65)
              
              October
      1990
              
              
              (c
              )
              
              (c
              )
              
              95
              %
              
              85
              %
              
              91
              %Bethel
      ParkBethel,
      OH (84)
              
              October
      1990
              
              
              (c
              )
              
              (c
              )
              
              94
              %
              
              83
              %
              
              96
              %Zebulon
      ParkOwensville,
      OH (66)
              
              October
      1990
              
              
              (c
              )
              
              (c
              )
              
              84
              %
              
              86
              %
              
              94
              %Tivoli
      PlaceMurphreesboro,
      TN (61)
              
              October
      1990
              
              
              (c
              )
              
              (c
              )
              
              90
              %
              
              95
              %
              
              90
              %Northwood
      (Hartwood)Jacksonville,
      FL (110)
              
              October
      1990
              
              
              (c
              )
              
              (c
              )
              
              91
              %
              
              93
              %
              
              97
              %Oxford
      TraceAiken,
      SC (29)
              
              October
      1990
              
              
              (c
              )
              
              (c
              )
              
              93
              %
              
              90
              %
              
              96
              %Ivanhoe
      Apts.Salt
      Lake City, UT (19)
              
              January
      1991
              
              
              (a
              )
              
              (a
              )
              
              (a
              )
              
              95
              %
              
              100
              %Washington
      BrooklynBrooklyn,
      NY (24)
              
              January
      1991
              
              
              (c
              )
              
              (c
              )
              
              100
              %
              
              100
              %
              
              100
              %Manhattan
      B (C.H. Development)New
      York, NY (35)
              
              January
      1991
              
              
              (c
              )
              
              (c
              )
              
              100
              %
              
              100
              %
              
              97
              %Davidson
      CourtStaten
      Island, NY (38)
              
              March
      1991
              
              
              (a
              )
              
              (a
              )
              
              (a
              )
              
              100
              %
              
              97
              %Magnolia
      MewsPhiladelphia,
      PA (63)
              
              March
      1991
              
              
              (e
              )
              
              90
              %
              
              95
              %
              
              97
              %
              
              95
              %Oaks
      VillageWhiteville,
      NC (40)
              
              March
      1991
              
              
              (a
              )
              
              (a
              )
              
              (a
              )
              
              100
              %
              
              100
              %Greenfield
      VillageDunn,
      NC (40)
              
              March
      1991
              
              
              (a
              )
              
              (a
              )
              
              (a
              )
              
              98
              %
              
              98
              %Morris
      Avenue (CLM Equities)Bronx,
      NY (58)
              
              April
      1991
              
              
              (a
              )
              
              (a
              )
              
              (a
              )
              
              100
              %
              
              100
              %Victoria
      ManorRiverside,
      CA (112)
              
              April
      1991
              
              
              (f
              )
              
              98
              %
              
              99
              %
              
              98
              %
              
              100
              %
   - 8
-
 
 Local Partnership
      Schedule
                (continued)Name
      of Location
                (Number
      of Units)
              
              
              
              %
      of Units Occupied at May 1,Date
      Acquired
              
              2008
              
              2007
              
              2006
              
              2005
              
              2004Ogontz
      HallPhiladelphia,
      PA (35)
              
              April
      1991
              
              
              (e
              )
              
              97
              %
              
              96
              %
              
              97
              %
              
              90
              %Eagle
      RidgeStoughton,
      WI (54)
              
              May
      1991
              
              
              (c
              )
              
              (c
              )
              
              83
              %
              
              83
              %
              
              87
              %Nelson
      AndersonBronx,
      NY (81)
              
              June
      1991
              
              
              (a
              )
              
              (a
              )
              
              (a
              )
              
              93
              %
              
              98
              %Abraham
      Lincoln Apts.Irondequoit,
      NY (69)
              
              September
      1991
              
              
              (b
              )
              
              (b
              )
              
              93
              %
              
              88
              %
              
              86
              %Wilson
      Street Apts. (Middletown)Middletown,
      PA (44)
              
              September
      1991
              
              
              (e
              )
              
              86
              %
              
              93
              %
              
              89
              %
              
              98
              %Lauderdale
      LakesLauderdale
      Lakes, FL (172)
              
              October
      1991
              
              
              (c
              )
              
              (c
              )
              
              99
              %
              
              100
              %
              
              99
              %Flipper
      TempleAtlanta,
      GA (163)
              
              October
      1991
              
              
              98
              %
              
              100
              %
              
              99
              %
              
              100
              %
              
              100
              %220
      Cooper StreetCamden,
      NJ (29)
              
              December
      1991
              
              
              (e
              )
              
              83
              %
              
              93
              %
              
              90
              %
              
              100
              %Pecan
      CreekTulsa,
      OK (47)
              
              December
      1991
              
              
              (e
              )
              
              88
              %
              
              92
              %
              
              85
              %
              
              96
              %VendomeBrooklyn,
      NY (24)
              
              December
      1991
              
              
              (e
              )
              
              100
              %
              
              100
              %
              
              100
              %
              
              100
              %Rainer
      VillasNew
      Augusta, MS (20)
              
              December
      1991
              
              
              (e
              )
              
              90
              %
              
              75
              %
              
              90
              %
              
              100
              %Pine
      Shadow Apts.Waveland,
      MS (48)
              
              December
      1991
              
              
              (d
              )
              
              (d
              )
              
              (d
              )
              
              100
              %
              
              100
              %Windsor
      PlaceWedowee,
      AL (24)
              
              December
      1991
              
              
              (e
              )
              
              100
              %
              
              100
              %
              
              100
              %
              
              100
              %Brookwood
      Apts.Foley,
      AL (38)
              
              December
      1991
              
              
              (e
              )
              
              89
              %
              
              92
              %
              
              95
              %
              
              84
              %Heflin
      Hills Apts.Heflin,
      AL (24)
              
              December
      1991
              
              
              (e
              )
              
              100
              %
              
              100
              %
              
              100
              %
              
              100
              %Shadowood
      Apts.Stevenson,
      AL (24)
              
              December
      1991
              
              
              (e
              )
              
              96
              %
              
              100
              %
              
              96
              %
              
              100
              %Brittany
      Apts.DeKalb,
      MS (25)
              
              December
      1991
              
              
              (e
              )
              
              100
              %
              
              100
              %
              
              96
              %
              
              100
              %Hidden
      Valley Apts.Brewton,
      AL (40)
              
              December
      1991
              
              
              (e
              )
              
              100
              %
              
              100
              %
              
              100
              %
              
              100
              %Westbrook
      SquareCarthage,
      MS (32)
              
              December
      1991
              
              
              94
              %
              
              88
              %
              
              78
              %
              
              94
              %
              
              97
              %Royal
      Pines Apts. (Warsaw Elderly)Warsaw,
      KY (36)
              
              December
      1991
              
              
              100
              %
              
              100
              %
              
              100
              %
              
              97
              %
              
              100
              %West
      Hill SquareGordo,
      AL (24)
              
              December
      1991
              
              
              (e
              )
              
              100
              %
              
              100
              %
              
              96
              %
              
              100
              %
   - 9
-
  Local Partnership
      Schedule
                (continued)Name
      of Location
                (Number
      of Units)
              
              
              
              %
      of Units Occupied at May 1,Date
      Acquired
              
              2008
              
              2007
              
              2006
              
              2005
              
              2004Elmwood
      ManorPicayune,
      MS (24)
              
              December
      1991
              
              
              (e
              )
              
              100
              %
              
              96
              %
              
              100
              %
              
              100
              %Harmony
      Gate Apts.Los
      Angeles, CA (70)
              
              January
      1992
              
              
              (b
              )
              
              (b
              )
              
              100
              %
              
              93
              %
              
              97
              %
 (a)     The
Partnership’s limited partnership interest was sold during the fiscal year ended
March 31, 2006 (see Note 9 in Item 8)
 (b)    
The Partnership’s limited partnership interest was sold during the fiscal year
ended March 31, 2007 (see Note 9 in Item 8).
 (c)     The
property and the related assets and liabilities were sold during the fiscal year
ended March 31, 2007 (see Note 9 in Item 8).
 (d)     This
property suffered damages from Hurricane Katrina (see Note 10 in Item
8).
 (e)     The
Partnership’s limited partnership interest was sold during the fiscal year ended
March 31, 2008 (see Note 9 in Item 8).
 (f)    
 The property and the related assets and liabilities were sold during the
fiscal year ended March 31, 2008 (see Note 9 in Item 8).
 
 Three
Local Partnerships’ assets balances are greater than 10% of the Partnership’s
total assets balances, and excluding gain on sale of properties, one of the
Local Partnerships’ revenue balance is greater than 10% of the Partnership’s
total revenue balances.
 
 All
leases are generally for periods not greater than one to two years and no tenant
occupies more than 10% of the total rentable square footage in any single
Apartment Complex.
 
 Commercial
tenants (to which average rental per square foot applies) comprise less than 5%
of the rental revenues of the Local Partnerships. Rents for the residential
units are determined annually by HUD and reflect increases, if any, in consumer
price indices in various geographic areas.
 
 Management
of the General Partners periodically reviews the physical state of the
Properties and suggests to the respective Local General Partners budget
improvements which are generally funded from cash flow from operations or
release of replacement reserve escrows.
 
 Management
of the General Partners periodically reviews the insurance coverage of the
Properties and believes such coverage is adequate.
 
 See Item
1, Business, above for the general competitive conditions to which the
Properties described above are subject.
 
 Real
estate taxes are calculated using rates and assessed valuations determined by
the township or city in which the Property is located.
 
 The
General Partners generally required that the Local General Partners undertake an
obligation to fund operating deficits of the Local Partnership (up to a stated
maximum amount) during a limited period of time (typically three to five years)
following the achievement of break-even operations (“Operating Deficit
Guarantees”). Under the terms of the Operating Deficit Guarantees, amounts
funded are treated as operating loans, which do not bear interest and which will
be repaid only out of 50% of available cash flow or out of available net sale or
refinancing proceeds. As of March 31, 2008, all Operating Deficit Guarantees
have expired.
 Item
3.           Legal
Proceedings
 
 None.
 
 Item
4.           Submission
of Matters to a Vote of Stockholders
 
 None.
 
 - 10
-
 
 PART
II
 
 
 Item
5.    Market for the Registrant’s Common Equity, Related
Stockholder Matters and Issuer Purchases of Equity Securities
 
 As of
March 31, 2008, the Partnership had issued and has outstanding 72,896 Limited
Partnership Interests, each representing a $1,000 capital contribution to the
Partnership, or an aggregate capital contribution of $72,896,000. All of the
issued and outstanding Limited Partnership Interests have been issued to Freedom
Assignor Inc. (the “Assignor Limited Partner”), which has in turn issued 72,896
BACs to the purchasers thereof for an aggregate purchase price of $72,896,000.
Each BAC represents all of the economic and virtually all of the ownership
rights attributable to a Limited Partnership Interest held by the Assignor
Limited Partner. BACs may be converted into Limited Partnership Interests at no
cost to the holder (other than the payment of transfer costs not to exceed
$100), but Limited Partnership Interests so acquired are not thereafter
convertible into BACs.  As of May 28, 2008, the Partnership has 3,987
registered holders of an aggregate of 72,896 BACs.
 
 Neither
the BACs nor the Limited Partnership Interests are traded on any established
trading market. The Partnership does not intend to include the BACs for
quotation on NASDAQ or for listing on any national or regional stock exchange or
any other established securities market. The Revenue Act of 1987 contained
provisions which have an adverse impact on investors in “publicly traded
partnerships.”  Accordingly, the General Partners have imposed
restrictions limiting the transferability of the BACs and the Limited
Partnership Interests in secondary market transactions. These restrictions
should prevent a public trading market from developing that would adversely
affect the ability of an investor to liquidate his or her investment quickly. It
is expected that such procedures will remain in effect until such time, if ever,
as further revision of the Revenue Act of 1987 may permit the Partnership to
lessen the scope of the restrictions.
 
 All of
the Partnership’s general partnership interests, representing an aggregate
capital contribution of $2,000, are held by the two General
Partners.
 
 There are
no material restrictions in the Partnership Agreement on the ability of the
Partnership to make distributions.  The Partnership does not
anticipate providing cash distributions to its BACs holders other than from net
refinancing or sales proceeds.  There can be no assurance as to when
the Partnership will dispose of its remaining investments or the amount of
proceeds which may be received.  However, based on the historical
operating results of the Local Partnerships and the current economic conditions,
including changes in tax laws, it is unlikely that the proceeds from such sales
received by the Partnership will be sufficient to return to the limited partners
their original investments.  During the year ended March 31, 2008,
distributions from sales proceeds were made to the BACs holders of approximately
$5,669,000 and to the General Partners of approximately
$57,000.  Through the year ended March 31, 2008, cumulative
distributions from sales proceeds were made to BACs holders of approximately
$12,594,000 and to the General Partners of approximately $127,000.
 
 Transfer
Procedures
 The
Partnership from time to time receives requests by unit holders and others to
transfer BACs and/or Limited Partnership Interests.  Such requests may
occur in connection with tender offers for the Partnership’s
units.  Such requests implicate the Partnership’s policies and
procedures concerning transfers generally and tender offers in particular, which
were adopted by the Partnership pursuant to the terms of its Partnership
Agreement, to ensure compliance with applicable law, avoid adverse tax
consequences for the Partnership and its investors, and preserve the
Partnership’s advantageous tax status.
 
 In prior
years, the Partnership relied on the 5% safe harbor established by Internal
Revenue Service (“IRS”) regulations to avoid being characterized as a
“publicly-traded partnership” that is taxed as a corporation.  The 5%
safe harbor, however, expired and is no longer available as of December 31,
2005.  Accordingly, the Partnership now relies on a 2% safe harbor
established by another IRS regulation to avoid being characterized as a
“publicly-traded partnership” that is taxed as a corporation.
 
 A brief
summary of certain of the Partnership’s key policies, practices and requirements
with respect to transfers and tender offers is as follows:
 
 ·
                No
      transfer (whether for substitution, assignment or otherwise) is effective
      or binding on the Partnership unless and until it is approved by the
      General Partners.
 
 ·
                No
      transfer will be approved unless the transferor and transferee submit
      complete and properly executed forms of the Partnership’s own transfer
      documentation.  The Partnership does not accept forms of
      transfer documentation other than its own and does not accept signatures
      made by power of attorney in lieu of original signatures by each of the
      transferors and transferees.
 
 ·
                The
      Partnership will not approve transfers that in the cumulative aggregate
      for any tax year exceed the IRS 2% safe harbor, unless a financially
      responsible person provides the Partnership and its partners with (i) an
      indemnity (in form and substance in all ways acceptable to the General
      Partners) for all liability (including, without limitation, any adverse
      tax consequences) arising from or relating to exceeding the 2% safe harbor
      and (ii) a legal opinion (in form and substance in all ways acceptable to
      the General Partners) that there will be no adverse tax consequences to
      the Partnership and its partners from exceeding the 2% safe
      harbor.
 
 ·
                In
      order to avoid the undesirable situation of one or more tender offers
      consuming the entire safe harbor limitation early in the tax year and
      leaving the Partnership’s remaining investors with no liquidity
      opportunity for the rest of that tax year, the Partnership restricts the
      cumulative aggregate total of transfers made pursuant to all tender offers
      to 1.5% of its outstanding units in each tax year, unless a financially
      responsible person conducting such tender offer provides the Partnership
      with an acceptable indemnity and legal opinion of the type described
      above.  At the end of each tax year, the General Partners, in
      its discretion, may allow the cumulative total number of transfers
      (including those by tender offer) to reach the 2% safe harbor
      limit.
 
 ·
                The
      Partnership requires that all tender offers for its units be conducted in
      accordance with all applicable law including, without limitation, the
      federal securities laws.
 
 The
foregoing is solely a summary of the Partnership’s policies, requirements and
practices with respect to transfers and tender offers.  More complete
information, including a copy of the Partnership’s transfer documentation
package, may be obtained from the Partnership.
 
 - 11
-
  Item
6.   Selected Financial Data.
 
 The
information set forth below presents selected financial data of the Partnership.
Additional financial information is set forth in the audited consolidated
financial statements in Item 8 hereof.
  Years
      Ended March 31,OPERATIONS
              
              2008
              
              
              2007*
              
              
              2006*
              
              
              2005*
              
              
              2004*Revenues
              
              $
              2,312,979
              
              
              $
              2,229,363
              
              
              $
              2,040,192
              
              
              $
              1,881,045
              
              
              $
              1,878,048Operating
      expenses
              
              
              (2,539,397
              )
              
              
              (3,071,373
              )
              
              
              (3,267,275
              )
              
              
              (2,815,467
              )
              
              
              (2,887,529
              )Loss
      from operations before minority
                interest
              
              
              (226,418
              )
              
              
              (842,010
              )
              
              
              (1,227,083
              )
              
              
              (934,422
              )
              
              
              (1,009,481
              )Minority
      interest in (income) loss of subsidiaries from operations
              
              
              (1,853
              )
              
              
              1,805
              
              
              
              1,682
              
              
              
              (2,480
              )
              
              
              1,178Loss
      from operations
              
              
              (228,271
              )
              
              
              (840,205
              )
              
              
              (1,225,401
              )
              
              
              (936,902
              )
              
              
              (1,008,303
              )Income
      (loss) from discontinued operationsincluding
      minority interest) (Note 11)
              
              
              4,264,344
              
              
              
              12,672,366
              
              
              
              (2,566,643
              )
              
              
              (3,282,736
              )
              
              
              (2,746,661
              )Net
      income (loss)
              
              $
              4,036,073
              
              
              $
              11,832,161
              
              
              $
              (3,792,044
              )
              
              $
              (4,219,638
              )
              
              $
              (3,754,964
              )Loss
      from operations per BAC
              
              $
              (3.10
              )
              
              $
              (11.41
              )
              
              $
              (16.64
              )
              
              $
              (12.73
              )
              
              $
              (13.70
              )Income
      (loss) from discontinued operations per BAC
              
              
              57.91
              
              
              
              172.11
              
              
              
              (34.86
              )
              
              
              (44.58
              )
              
              
              (37.30
              )Net
      income (loss)per BAC
              
              $
              54.81
              
              
              $
              160.70
              
              
              $
              (51.50
              )
              
              $
              (57.31
              )
              
              $
              (51.00
              )March
      31,FINANCIAL
      POSITION
              
              2008
              
              
              2007
              
              
              2006
              
              
              2005
              
              
              2004Total
      assets
              
              $
              10,971,035
              
              
              $
              34,744,362
              
              
              $
              79,514,396
              
              
              $
              85,974,318
              
              
              $
              89,939,866Mortgage
      notes payable (including assets held for sale)
              
              $
              6,117,205
              
              
              $
              25,276,141
              
              
              $
              59,865,761
              
              
              $
              65,119,347
              
              
              $
              66,285,158Total
      liabilities
              
              $
              8,804,467
              
              
              $
              30,941,275
              
              
              $
              82,460,679
              
              
              $
              80,056,413
              
              
              $
              79,841,161Total
      partners’ capital (deficit)
              
              $
              2,368,099
              
              
              $
              3,130,714
              
              
              $
              (5,914,946
              )
              
              $
              (2,122,902
              )
              
              $
              2,096,736* Reclassified
      for comparative purposes.
 During
the years ended March 31, 2004 and 2005 total assets decreased primarily due to
depreciation, partially offset by net additions to property and
equipment.  During the years ended March 31, 2006, 2007 and 2008,
total assets and liabilities decreased primarily due to the sale of the
Partnership’s interest in Local Partnerships.
 
 - 12
-
 
 Item
7.   Management’s Discussion and Analysis of Financial Condition
and Results of Operations
 
 Liquidity and Capital
Resources
 
 General
 
 The
Partnership is currently in the process of disposing all of its
investments.  During the fiscal year ended March 31, 2008, the
properties and the related assets and liabilities of one Local Partnership and
the Partnership’s limited partnership interest in fifteen Local Partnerships
were sold, and the Partnership has entered into an agreement to sell its limited
partnership interest in one additional Local Partnership.  Through the
year ended March 31, 2008 the Partnership has disposed of thirty-eight of its
forty-two original investments.  For a discussion of these sales of
the Local Partnerships, see Note 9 in Item 8.
 
 Short-Term
 
 The
Partnership’s primary sources of funds included:  (i) working capital
reserves; (ii) interest earned on the working capital reserves; (iii) cash
distributions from operations of the Local Partnerships; and (iv) sales proceeds
and distributions.  Such funds, although minimal (other than sales
proceeds and sales distributions), are available to meet the obligations of the
Partnership.  The Partnership does not anticipate providing cash
distributions to BACs holders in circumstances other than refinancing or
sales.  During the years ended March 31, 2008 and 2007, distributions
of the operating cash flow from the Local Partnerships amounted to approximately
$68,000 and $54,000, respectively.  Additionally, during the years
ended March 31, 2008 and 2007, the Partnership received approximately $3,926,000
and $13,059,000, respectively, of proceeds from the sale of
investments.
 
 Certain
fees and expense reimbursements owed to the General Partners amounting to
approximately $2,125,000 and $2,983,000 were accrued and unpaid as of March 31,
2008 and 2007, respectively.  In particular, partnership management
fees owed to the General Partners amounting to approximately $2,090,000 and
$2,948,000 were accrued and unpaid as of March 31, 2008 and 2007,
respectively.  During the years ended March 31, 2008 and 2007,
management deemed the unpaid partnership management fees that were related to
sold properties uncollectible and, as a result, wrote them off in the amount of
approximately $815,000 and $4,096,000, respectively, resulting in a non-cash
General Partner contribution to the Partnership of the same
amount.  Furthermore, expense reimbursements and asset monitoring fees
owed to the General Partners amounting to approximately $35,000 and $35,000 were
accrued and unpaid as of March 31, 2008 and 2007, respectively. Without the
General Partners’ continued accrual without payment of the partnership
management fees, the Partnership will not be in the position to meet its
obligations.  The General Partners and certain of its affiliates have
allowed for the accrual without payment of the partnership management fees but
are under no obligation to continue to do so.
 
 During
the year ended March 31, 2008, cash and cash equivalents of the Partnership and
its subsidiary Local Partnerships decreased approximately $2,317,000 due to
proceeds from sale of investments of approximately $6,744,000 and cash provided
by operating activities of approximately $1,704,000, which exceeded capital
improvements of approximately $319,000, costs paid relating to the sale of
properties of approximately $300,000, an increase in deferred costs of
approximately $32,000, repayments of mortgage loans of approximately $3,087,000,
distributions of approximately $5,726,000 and a decrease in capitalization of
consolidated subsidiaries attributable to minority interest of approximately
$1,301,000.  Included in the adjustments to reconcile the net income
to net cash provided by operating activities is depreciation and amortization of
approximately $1,219,000 and a loss on sale of investments of approximately net
$173,000.
 
 Total
expenses for the years ended March 31, 2008 and 2007, excluding depreciation and
amortization, interest and general and administrative – related parties, totaled
$1,543,834 and $1,633,536, respectively.  Accounts payable and other
liabilities totaled $204,024 and $1,350,713, which is comprised of the following
amounts:
 March
      31,2008
            
            
            2007Accounts
      payable
            
            $
            141,746
            
            
            $
            534,287Accrued
      interest payable
            
            
            19,710
            
            
            
            579,535Security
      deposits payable
            
            
            42,568
            
            
            
            236,891Total
      accounts payable and other liabilities
            
            $
            204,024
            
            
            $
            1,350,713
  Accounts
payable are short term liabilities which are expected to be paid from operating
cash flows, working capital balances at the Local Partnership level, Local
General Partner advances and in certain circumstances advances from the
Partnership.   Because the provisions of the secondary loans
defer the payment of accrued interest of the respective Local Partnerships, the
Partnership believes it (and the applicable Local Partnerships) has sufficient
liquidity and ability to generate cash and to meet existing and known or
reasonably likely future cash requirements over both the short and long
term.
 
 As
indicated in the above table, accrued interest payable comprised approximately
10% and 43% of the total accounts payable and other liabilities amount at March
31, 2008 and 2007, respectively.  Such amount represents the accrued
interest on all mortgage loans, which include primary and secondary
loans.  Certain secondary loans have provisions such that interest is
accrued but not payable until a future date.  The Partnership
anticipates the payment of accrued interest on the secondary loans (which make
up the majority of the accrued interest payable amount indicated in the above
table and which have been accumulating since the Partnership’s investment in the
respective Local Partnerships) will be made from future refinancings or sales
proceeds of the respective Local Partnerships.  In addition, each
Local Partnership’s mortgage notes are collateralized by the land and buildings
of the respective Local Partnership, and are without further recourse to the
Partnership.
 
 Security
deposits payable are offset by cash held in security deposits, which are
included in “Cash held in escrow” on the consolidated financial
statements.
  - 13
-
 
 Working
capital of approximately $3,198,000, exclusive of Local Partnerships’ working
capital, remains as of March 31, 2008.  It is used to pay operating
expenses of the Partnership, including Partnership management fees payable to
the General Partners and advances to Local Partnerships if
warranted.
 
 Long
-Term
 
 For a
discussion of contingencies affecting certain Local Partnerships, see Note 10 in
Item 8.  Since the maximum loss the Partnership would be liable for is
its net investment in the respective Local Partnerships, the resolution of the
existing con­tingencies is not anticipated to impact future results of
operations, liquidity or financial condition in a material way.
 
 Except as
described above, management is not aware of any trends or events, commitments or
uncertainties, which have not otherwise been disclosed, that will or are likely
to impact liquidity in a material way. Management believes the only impact would
be from laws that have not yet been adopted.
 
 Sale of Underlying
Properties/Local Partnership Interests
 
 For a
discussion of the sale of properties in which the Partnership owns direct and
indirect interests, see Note 9 in Item 8.
 
 Discontinued
Operations
 
 The
Partnership is currently in the process of disposing all of its
investments.  The disposals meet the criteria established for
recognition as a discontinued operation under Statement of Financial Accounting
Standards No. 144 “Accounting
for the Impairment or Disposal of Long-Lived Assets”, (“SFAS No.
144”).  SFAS No. 144 specifically requires that such amounts must
differentiate a component of a business comprised of operations and cash flows
that can be clearly distinguished operationally and for financial reporting
purposes, from the rest of the entity.  See Note 9 in Item 8 for a
discussion of the sale of properties.  As of March 31, 2008, there was
one asset held for sale.
 
 Tabular Disclosure of
Contractual Obligations
 
 The
following table summarizes the Partnership’s commitments from operations as of
March 31, 2008 to make future payments under its debt agreements and other
contractual obligations.
 Total
            
            
            Less
      than
              1
      Year
            
            
            1 –
      3
              Years
            
            
            3
      -5
              Years
            
            
            More
      than
              5
      YearsMortgage
      notes payable (a)
            
            $
            4,507,006
            
            
            $
            42,926
            
            
            $
            97,562
            
            
            $
            115,561
            
            
            $
            4,250,957(a)      
      The mortgage notes are payable in aggregate monthly installments of
      approximately $30,000 including principal and interest with rates varying
      from 8.25% to 8.75% per annum and have maturity dates ranging from 2031
      through 2042. The loans are collateralized by the land and buildings of
      the subsidiary partnerships, the assignment of certain subsidiary
      partnerships’ rents, leases, and replacement reserves, and are without
      further recourse.
 
 
 The
following table summarizes the Partnership’s commitments from discontinued
operations as of March 31, 2008 to make future payments under its debt
agreements and other contractual obligations.
 
 Total
            
            
            Less
      than
              1
      Year
            
            
            1 –
      3
              Years
            
            
            3
      -5
              Years
            
            
            More
      than
              5
      YearsMortgage
      notes payable (a)
            
            $
            1,610,199
            
            
            $
            6,558
            
            
            $
            16,079
            
            
            $
            21,031
            
            
            $
            1,566,531(a)      
      The mortgage note is payable in aggregate monthly installments of
      approximately $7,000 including principal and interest with a rate of
      13.50% per annum and a maturity date of 2042.  The loan is
      collateralized by the land and building of the subsidiary partnership, the
      assignment of the subsidiary partnership’s rents, leases, and replacement
      reserves, and is without further recourse.
 
  Off-Balance Sheet
Arrangements
 
 The
Partnership has no off-balance sheet arrangements.
 
 Critical Accounting
Estimates
 
 In
preparing the consolidated financial statements, management has made estimates
and assumptions that affect the reported amounts of assets and liabilities at
the date of the consolidated financial statements and the reported amounts of
revenues and expenses during the reporting periods. Actual results could differ
from those estimates. Set forth below is a summary of the accounting policies
that management believes are critical to the preparation of the consolidated
financial statements.
 
 - 14
-
  Property and
Equipment/Valuation of Long-Lived Assets
 
 Property
and equipment to be held and used are carried at cost which includes the
purchase price, acquisition fees and expenses, and any other costs incurred in
acquiring the Properties. The cost of property and equipment is depreciated over
their estimated useful lives using accelerated and straight-line methods.
Expenditures for repairs and maintenance are charged to expense as incurred;
major renewals and betterments are capitalized. At the time property and
equipment are retired or otherwise disposed of, the cost and accumulated
depreciation are eliminated from the assets and accumulated depreciation
accounts and the profit or loss on such disposition is reflected in
earnings.  The Partnership complies with SFAS No. 144.  A
loss on impairment of assets is recorded when management estimates amounts
recoverable through future operations and sale of the property on an
undiscounted basis are below depreciated cost. At that time property investments
themselves are reduced to estimated fair value (generally using discounted cash
flows) when the property is considered to be impaired and the depreciated cost
exceeds estimated fair value.
 
 In
accordance with SFAS No. 144, the results of discontinued operations are
reported as a separate component of income before extraordinary items on the
consolidated statements of operations.  Discontinued operations
include the results of operations and any gain or loss recognized for Local
Partnerships that have been disposed of or are held for sale.  A gain
or loss recognized on the disposal is disclosed in the notes to the consolidated
financial statements.  Adjustments to amounts previously reported in
operations that are directly related to the disposal of a Local Partnership are
reclassified in the current period as discontinued operations for comparability
purposes.  Assets and liabilities of a Local Partnership that are
classified as held for sale are presented separately in the asset and liability
sections, respectively, of the consolidated balance sheets.
 
 Through
March 31, 2008, the Partnership has recorded approximately $5,726,000 as a loss
on impairment of assets or reductions to estimated fair value.
  Revenue
Recognition
 
 Rental
income is earned primarily under standard residential operating leases and is
typically due the first day of each month, but can vary by Property due to the
terms of the tenant leases. Rental income is recognized when earned and as rents
become due and charged to tenants’ accounts receivable if not received by the
due date.  Rental payments received in advance of the due date are
deferred until earned.
 
 Rental
subsidies are recognized as rental income during the month in which it is
earned.  The Partnership received rental subsidies from operations
which amounted to $1,643,675 and $1,624,011, and $1,437,273 and $1,352,332 from
discontinued operations for the years ended March 31, 2008 and 2007,
respectively.  The related rental subsidy programs have expiration
dates that terminate upon total disbursement of the assistance
obligation.
 
 Other
revenues are recorded when earned and consist of the following
items:  Interest income earned on cash and cash equivalent balances
and cash held in escrow balances, income from forfeited security deposits, late
charges, laundry and vending income and other rental related items.
 
 Other
revenues from operations include the following amounts at both the Partnership
and Local Partnership level:
 
 Years
      Ended March 31,2008
                
                2007*Interest
                
                $
                322,030
                
                $
                340,024Other
                
                
                165,837
                
                
                177,239Total
      other revenue
                
                $
                487,867
                
                $
                517,263
 
 
 Other
revenues from discontinued operations include the following amounts at both the
Partnership and Local Partnership level:
 
 Years
      Ended March 31,2008
                
                2007*Interest
                
                $
                41,708
                
                $
                72,673Other
                
                
                896,264
                
                
                1,014,250Total
      other revenue
                
                $
                937,972
                
                $
                1,086,923*Reclassified
      for comparative purposes.
 
 
 Related
Parties
 
 Under the
terms of the Partnership Agreement, the General Partners and their affiliates
are entitled to receive compensation from the Partnership in consideration of
certain services rendered to the Partnership by such parties. In addition, the
General Partners collectively hold a 1% interest in all profits, losses and
distributions attributable to operations and a subordinated 15% interest in such
items attributable to sales and refinancings. Certain directors and officers of
the General Partners receive compensation from the General Partners and their
affiliates for services performed for various affiliated entities which may
include services performed for the Partnership. The maximum annual partnership
management fee paid to the General Partners is 0.5% of invested assets. See Note
7 in Item 8, which is incorporated herein by reference.
 
 Recent Accounting
Pronouncements
 
 In
September 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS
No. 157, Fair Value Measurements, which established a framework for measuring
the fair value of assets and liabilities as required by numerous other
accounting pronouncements, and expands disclosure requirements of the fair
values of certain assets and liabilities.  This statement is effective
for the Partnership’s year ending March 31, 2009.  The provisions of
this statement are not expected to have a material impact on the consolidated
financial statements.
  - 15
-
 
 In
February 2007 the FASB issued SFAS No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities.  This statement was issued with the
intent to provide an alternative measurement treatment for certain financial
assets and liabilities.  The alternative measurement would permit fair
value to be used for both initial and subsequent measurement, with changes in
fair value recognized in earnings as those changes occur. This "Fair Value
Option" would be available on a contract by contract basis.  This
statement is effective for the Partnership’s year ending March 31,
2009.  The provisions of this statement are not expected to have a
material impact on the consolidated financial statements.
 
 In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements. This statement was issued with the intent to
improve the relevance, comparability, and transparency of the financial
information that a reporting entity provides in its consolidated financial
statements for those entities that have outstanding noncontrolling interest in
one or more subsidiaries.  The effective date for this provision is
for fiscal years beginning after December 15, 2008.  The Partnership
is currently evaluating the impact of the provisions of this statement on the
consolidated financial statements.
 
 Results of
Operations
 
 Property
and equipment to be held and used are carried at cost which includes the
purchase price, acquisition fees and expenses, construction period interest and
any other costs incurred in acquiring the Properties. The cost of property and
equipment is depreciated over their estimated useful lives using accelerated and
straight-line methods. Expenditures for repairs and maintenance are charged to
expense as incurred; major renewals and betterments are capitalized. At the time
property and equipment are retired or otherwise disposed of, the cost and
accumulated depreciation are eliminated from the assets and accumulated
depreciation accounts and the profit or loss on such disposition is reflected in
earnings. A loss on impairment of assets is recorded when management estimates
amounts recoverable through future operations and sale of the property on an
undiscounted basis are below depreciated cost.  At that time Property
investments themselves are reduced to estimated fair value (generally using
discounted estimated future cash flows) when the Property is considered to be
impaired and the carrying value exceeds estimated fair value.
 
 During
the years ended March 31, 2008 and 2007, the Partnership has recorded
approximately $0 and $1,506,000, respectively, as a loss on impairment of
assets.  Through March 31, 2008, the Partnership has recorded an
aggregate of approximately $5,726,000 of losses on impairment of
assets.  The following summary of the results of operations of the
Partnership does not include the results of its discontinued operations and are
not reflected in the following discussion (see Note 11 in Item 8).
 
 2008 vs.
2007
 
 Rental
income increased approximately 7% for the year ended March 31, 2008 as compared
to 2007, primarily due to an increase in rental rates at one Local
Partnership.
 
 Total
expenses, excluding real estate taxes and general and administrative-related
parties, remained consistent with a decrease of approximately 7% for the year
ended March 31, 2008 as compared to 2007.
 
 Real
estate taxes expenses increased approximately $20,000 for the year ended March
31, 2008 as compared to 2007, due to an increase in property taxes at one Local
Partnership.
 
 General
and administrative – related parties expenses decreased approximately $408,000
for the year ended March 31, 2008 as compared to 2007, primarily due to a
decrease in partnership management fees and expense reimbursement charges at the
Partnership level resulting from the sale of properties.
 
 Other
 
 As of
December 31, 2002, the Credit Period for all of the Properties had expired, and
as of December 31, 2007, the Compliance Period for all Properties had
expired.
 
 The
Partnership’s investments as limited partners in the Local Partnerships are
subject to the risks incident to the management and ownership of improved real
estate. The Partnership’s investments also could be adversely affected by poor
economic conditions generally, which could increase vacancy levels, rental
payment defaults and operating expenses, any or all of which could threaten the
financial viability of one or more of the Local Partnerships.
 
 There are
also substantial risks associated with the operation of Apartment Complexes
receiving government assistance. These include governmental regulations
concerning tenant eligibility, which may make it more difficult to rent
apartments in the complexes; difficulties in obtaining government approval for
rent increases; limitations on the percentage of income which low and moderate
income tenants may pay as rent; the possibility that Congress may not
appropriate funds to enable HUD to make the rental assistance payments it has
contracted to make; and that when the rental assistance contracts expire there
may not be market demand for apartments at full market rents in a Local
Partnership’s Apartment Complex.  As of March 31, 2008, there is one
Local Partnership subsidized by HUD.
 
 The Local
Partnerships are impacted by inflation in several ways. Inflation generally
allows for increases in rental rates to reflect the impact of higher operating
and replacement costs. Inflation also affects the Local Partnerships adversely
by increasing operating costs as a result of higher costs of such items as fuel,
utilities and labor. However, continued inflation may result in appreciated
values of the Local Partnerships’ Apartment Complexes over a period of time as
rental revenues and replacement costs continue to increase.
 
 The
Partnership does not anticipate that it will be in a position to make cash
distributions other than from refinancing and the disposition of the
Properties.  There can be no assurance as to when the Partnership will
dispose of its remaining investments or the amount of proceeds which may be
received.  However, based on the historical operating results of the
Local Partnerships and the current economic conditions, including changes in tax
laws, it is unlikely that the proceeds from such sales received by the
Partnership will be sufficient to return to the limited partners their original
investments.  During the year ended March 31, 2008, distributions from
sales proceeds were made to the BACs holders of approximately $5,669,000 and to
the General Partners of approximately $57,000.  Through the year ended
March 31, 2008, cumulative distributions from sales proceeds were made to BACs
holders of approximately $12,594,000 and to the General Partners of
approximately $127,000.
  - 16
-
 
 Item
7a.    Quantitative and Qualitative Disclosures about Market
Risk
 
 Mortgage
notes are payable in aggregate monthly installments including principal and
interest at rates varying from 8.25% to 8.75% per annum.  The
Partnership does not believe there is a material risk associated with the
various interest rates associated with the mortgage notes as the majority of the
Local Partnership mortgage notes have fixed rates.  The Partnership
currently discloses in Item 8, Note 3 of the Notes to Consolidated Financial
Statements, the fair value of the mortgage notes payable.
 
 The
Partnership’s investment as a limited partner in the Local Partnerships is
subject to the risks of potential losses arising from management and ownership
of improved real estate. The Partnership’s investments also could be adversely
affected by poor economic conditions generally, which could increase vacancy
levels and rental payment defaults and by increased operating expenses, any or
all of which could threaten the financial viability of one or more of the Local
Partnerships.
 
 There
also are substantial risks associated with the operation of Apartment Complexes
receiving government assistance. These include governmental regulations
concerning tenant eligibility, which may make it more difficult to rent
apartments in the Apartment Complexes; difficulties in obtaining government
approval for rent increases; limitations on the percentage of income which low
and moderate income tenants may pay as rent; the possibility that Congress may
not appropriate funds to enable HUD to make the rental assistance payments it
has contracted to make; and that when the rental assistance contracts expire
there may not be market demand for apartments at full market rents in a Local
Partnership’s Apartment Complex.
 
 The Local
Partnerships are impacted by inflation in several ways. Inflation allows for
increases in rental rates generally to reflect the impact of higher operating
and replacement costs. Furthermore, inflation generally does not impact the
fixed long-term financing under which real property investments were purchased.
Inflation also affects the Local Partnerships adversely by increasing operating
costs as, for example, for such items as fuel, utilities and
labor.  However, continued inflation may result in appreciated values
of the Local Partnership’s apartment complexes over a period of time as rental
revenues and replacement costs continue to increase.
 
 The
Partnership does not have any other market risk sensitive
instruments.
 
 - 17
-
 
 Item
      8.
                Financial
      Statements and Supplementary DataSequential
                  PageConsolidated
      Financial StatementsReport
      of Independent Registered Public Accounting Firm
                
                19Consolidated
      Balance Sheets as of March 31, 2008 and 2007
                
                42Consolidated
      Statements of Operations for the years ended March 31, 2008 and
      2007
                
                43Consolidated
      Statements of Changes in Partners’ Capital (Deficit) for the years ended
      March 31, 2008 and 2007
                
                44Consolidated
      Statements of Cash Flows for the years ended March 31, 2008 and
      2007
                
                45Notes
      to Consolidated Financial Statements
                
                46
  
 - 18
-
 
 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 
 
 
 
 To The
Partners
 Freedom
Tax Credit Plus L.P.
 
 
 
 We have
audited the accompanying consolidated balance sheets of Freedom Tax Credit Plus
L.P. and Subsidiaries as of March 31, 2008 and 2007, and the related
consolidated statements of operations, changes in partners’ capital (deficit)
and cash flows for each of the years in the two-year period ended March 31,
2008.  These consolidated financial statements are the responsibility
of the Partnership’s management.  Our responsibility is to express an
opinion on these financial statements based on our audits.  We did not
audit the consolidated financial statements of nine subsidiary partnerships,
whose income aggregated $4,559,181 for the year ended March 31, 2008, and whose
assets constituted 75% of consolidated assets at March 31,
2008.  Those statements were audited by other auditors whose reports
have been furnished to us, and our opinion, insofar as it relates to the amounts
included for these subsidiary partnerships, is based solely on the reports of
the other auditors.
 
 We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  The
Partnership is not required to have, nor were we engaged to perform an audit of
its internal control over financial reporting.  Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the
Partnership’s internal control over financial reporting.  Accordingly,
we express no such opinion.  An audit also includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe
that our audits and the reports of the other auditors provide a reasonable basis
for our opinion.
 
 In our
opinion, based on our audits and the reports of the other auditors, the
consolidated financial statements referred to above present fairly, in all
material respects, the financial position of Freedom Tax Credit Plus L.P. and
Subsidiaries as of March 31, 2008 and 2007, and the results of their operations
and their cash flows for each of the years in the two-year period ended March
31, 2008, in conformity with accounting principles generally accepted in the
United States of America.
 
 
 
 /s/
Friedman LLP
 
 New York,
New York
 July 10,
2008
 
 - 19
-
 
 INDEPENDENT
ACCOUNTANTS’ REPORT
 
 To the
Partners of
 Ivanhoe
Apartments Limited Partnership
 
 We have
audited the accompanying balance sheet of Ivanhoe Apartments Limited Partnership
(a Limited Partnership) as of January 31, 2006 and December 31, 2005 and the
related statements of operations, changes in partners' capital and cash flows
for the month ended January 31, 2006 and the year ended December 31,
2005.  These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an opinion
on these financial statements based on our audits.
 
 We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  The
Partnership has determined that it is not required to have, nor were we engaged
to perform, an audit of its internal control over financial
reporting.  Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Partnership’s internal control over
financial reporting.  Accordingly, we express no such
opinion.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe
that our audits provide a reasonable basis for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Ivanhoe Apartments Limited
Partnership at January 31, 2006 and December 31, 2005, and the results of its
operations and cash flows for the month ended January 31, 2006 and the year
ended December 31, 2005, in conformity with accounting principles generally
accepted in the United States of America.
 
 
 
 /s/ Lake,
Hill & Myers
 Salt Lake
City, Utah
 February
6, 2007
  - 20
-
 [Letterhead
of KOCH GROUP & COMPANY, LLP]
 
 INDEPENDENT
AUDITOR'S REPORT
 
 To the
Partners
 Washington
Brooklyn Limited Partnership
 
 We have
audited the accompanying balance sheets of Washington Brooklyn Limited
Partnership (A Limited Partnership) as of December 31, 2006 and 2005 and the
related statements of operations, changes in partners' equity and cash flows for
the years then ended.  These financial statements are the
responsibility of the Partnership's management.  Our responsibility is
to express an opinion on these financial statements based on our
audits.
 
 We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  The
Partnership has determined that it is not required to have, nor we were engaged
to perform, an audit of its internal control over financial
reporting.  Our audits included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Partnership’s internal control over
financial reporting.  Accordingly, we express no such
opinion.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe
that our audits provide a reasonable basis for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly in all
material respects, the financial position of Washington Brooklyn Limited
Partnership (A Limited Partnership) as of December 31, 2006 and 2005 and the
results of its operations, changes in its partners’ equity and its cash flows
for the years then ended, in conformity with accounting principles generally
accepted in the United States of America.
 
 /s/ KOCH
GROUP & COMPANY, LLP
 New York,
New York
 February
23, 2007
  - 21
-
 [Letterhead
of KOCH GROUP & COMPANY, LLP]
 
 INDEPENDENT
AUDITOR'S REPORT
 
 To the
Partners
 C-H
Development Group Associates
 
 We have
audited the statements of operations, changes in partners' equity and cash flows
of C-H Development Group Associates for the period January 1 to October 25,
2006.  These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an opinion
on these financial statements based on our audit.
 
 We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  The
Partnership has determined that it is not required to have, nor we were engaged
to perform, an audit of its internal control over financial
reporting.  Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Partnership’s internal control over
financial reporting.  Accordingly, we express no such
opinion.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe
that our audit provides a reasonable basis for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of C-H Development Group Associates
operations, changes in partners’ equity and cash flows for the period January 1
to October 25, 2006 in conformity with accounting principles generally accepted
in the United States of America.
 
 /s/ Koch
Group & Company, LLP
 New York,
New York
 January
23, 2007
  - 22
-
 [Letterhead
of Haefele Flanagan]
 
 INDEPENDENT
AUDITORS' REPORT
 
 To the
Partners
 Magnolia
Mews Limited Partnership
 Philadelphia,
Pennsylvania
 
 We have
audited the accompanying balance sheet of MAGNOLIA MEWS LIMITED
PARTNERSHIP (a Pennsylvania Limited Partnership) as of September 11,
2007, and the related statements of operations, partners' equity, and cash flows
for the period then ended.  These financial statements are the
responsibility of the Partnership's management.  Our responsibility is
to express an opinion on these financial statements based on our
audit.
 
 We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audit provides a reasonable basis
for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of MAGNOLIA MEWS LIMITED
PARTNERSHIP as of September 11, 2007, and the results of its operations,
changes in partners' equity and its cash flows for the period then ended in
conformity with accounting principles generally accepted in the United States of
America.
 
 /s/
Haefele, Flanagan & Co., P.C.
 Moorestown,
New Jersey
 February
28, 2008
 
 
 - 23
-
 [Letterhead
of Haefele Flanagan]
 
 INDEPENDENT
AUDITORS' REPORT
 
 To the
Partners
 Magnolia
Mews Limited Partnership
 Philadelphia,
Pennsylvania
 
 We have
audited the accompanying balance sheet of MAGNOLIA MEWS LIMITED
PARTNERSHIP (a Pennsylvania Limited Partnership) as of December 31, 2006,
and the related statements of operations, partners' equity, and cash flows for
the year then ended.  These financial statements are the
responsibility of the Partnership's management.  Our responsibility is
to express an opinion on these financial statements based on our
audit.
 
 We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audit provides a reasonable basis
for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of MAGNOLIA MEWS LIMITED
PARTNERSHIP as of December 31, 2006, and the results of its operations,
changes in partners' equity and its cash flows for the year then ended in
conformity with accounting principles generally accepted in the United States of
America.
 
 /s/
Haefele Flanagan L.C., p.c.
 Moorestown,
New Jersey
 February
24, 2007
 
 
 - 24
-
 [Letterhead
of KOCH GROUP & COMPANY, LLP]
 
 INDEPENDENT
AUDITOR'S REPORT
 
 To the
Partners
 CLM
Equities
 
 We have
audited the accompanying balance sheet of CLM Equities (A Limited Partnership)
as of March 31, 2006 and the related statements of operations, changes in
partners' equity and cash flows for the three months then
ended.  These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
 
 We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  The
Partnership has determined that it is not required to have, nor we were engaged
to perform, an audit of its internal control over financial
reporting.  Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Partnership’s internal control over
financial reporting.  Accordingly, we express no such
opinion.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe
that our audits provide a reasonable basis for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of CLM Equities (A Limited
Partnership) as of March 31, 2006 and the results of its operations, changes in
its partners' equity and its cash flows for the three months then ended in
conformity with accounting principles generally accepted in the United States of
America.
 
 
 /s/ Koch
Group & Company, LLP
 Certified
Public Accountants
 New York,
New York
 October
24, 2006
 
 - 25
-
 [Letterhead
of REZNICK GROUP, P.C.]
 
 REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 To the
Partners
 Victoria
Manor Associates,
 A
California Limited Partnership
 
 We have
audited the accompanying balance sheet of Victoria Manor Associates (the
Partnership), as of October 31, 2007, and the related statements of operations,
changes in partners’ equity and cash flows for the period from January 1, 2007
through October 31, 2007.  These financial statements are the
responsibility of the Partnership's management.  Our responsibility is
to express an opinion on these financial statements based on our
audits.
 
 We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  The
Partnership is not required to have, nor were we engaged to perform, an audit of
its internal control over financial reporting.  Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the
Partnership’s internal control over financial reporting.  Accordingly,
we express no such opinion.  An audit also includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation.  We believe that our audit provides a reasonable basis
for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Victoria Manor Associates, L.P. as
of October 31, 2007, and the results of its operations, the changes in partners’
equity (deficit) and its cash flows for the period from January 1, 2007 through
October 31, 2007, in conformity with accounting principles generally accepted in
the United States of America.
 
 
 /s/
Reznick Group, P.C.
 Sacramento,
California
 May 27,
2008
 
 - 26
-
 [Letterhead
of LarsonAllen LLP]
 
 INDEPENDENT
AUDITORS’ REPORT
 
 
 Partners
 Ogontz
Hall Investors
 Philadelphia,
Pennsylvania
 
 We have
audited the accompanying balance sheets of Ogontz Hall Investors (A Limited
Partnership) as of December 31, 2007 and 2006, and the related statements of
profit and loss, partners’ equity (deficit) and cash flows for the years then
ended.  These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an opinion
on these financial statements based on our audits.
 
 We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States) and the standards applicable to
financial audits contained in Government Auditing
Standards, issued by the Comptroller General of the United
States.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  The Partnership is not required to have, nor
were we engaged to perform, an audit of its internal control over financial
reporting.  Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Partnership’s internal control over
financial reporting.  Accordingly, we express no such
opinion.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe
that our audits provide a reasonable basis for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Ogontz Hall Investors as of
December 31, 2007 and 2006, and the results of its operations and its cash flows
for each of the years then ended in conformity with U.S. generally accepted
accounting principles.
 
 In
accordance with Government
Auditing Standards, we have issued our report dated May 6, 2008, on our
consideration of Ogontz Hall Investors' internal control over financial
reporting and our tests of its compliance with certain provisions of laws,
regulations, contracts and grant agreements.  The purpose of that
report is to describe the scope of our testing of internal control over
financial reporting and compliance and the results of that testing, and not to
provide an opinion on the internal control over financial reporting or on
compliance.  That report is an integral part of an audit performed in
accordance with Government
Auditing Standards and important for assessing the results of our
audit.
 
 Our
audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The accompanying supplementary
information on pages 16 to 29 is presented for the purposes of additional
analysis, including supplementary information required by PHFA, and is not a
required part of the financial statements of Ogontz Hall
Investors.  Such information has been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
 
 
 /s/
LarsonAllen LLP
 Blue
Bell, Pennsylvania
 May 6,
2008
 
 - 27
-
 [Letterhead
of Regen, Benz & MacKenzie, C.P.A.'s, P.C.]
 
 INDEPENDENT
AUDITORS' REPORT
 
 To the
Partners
 Nelson
Anderson Affordable Housing Limited Partnership
 
 We have
audited the accompanying balance sheet of Nelson Anderson Affordable Housing
Limited Partnership from January 1, 2006, to January 19, 2006 (date of sale),
and the related statements of operations, changes in partners' capital (deficit)
and cash flows for the period then ended.  These financial statements
are the responsibility of the Partnership's management.  Our
responsibility is to express an opinion on these financial statements based on
our audit.
 
 We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  The
Partnership has determined that it is not required to have, nor we were engaged
to perform, an audit of its internal control over financial
reporting.  Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Partnership’s internal control over
financial reporting.  Accordingly, we express no such
opinion.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe
that our audit provides a reasonable basis for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Nelson Anderson Affordable Housing
Limited Partnership as of January 19, 2006, and the results of its operations,
the changes in partners' capital (deficit) and cash flows for the period then
ended, in conformity with generally accepted accounting principles used in the
United States of America.
 
 
 /s/
Regen, Benz & MacKenzie, C.P.A.'s, P.C.
 New York,
New York
 December
8, 2006
 
 - 28
-
 [Letterhead
of Salmin, Celona, Wehrle & Flaherty, LLP]
 
 INDEPENDENT AUDITOR’S
REPORT
 
 To the
Partners
 Conifer
Irondequoit Associates
 
 We have
audited the accompanying balance sheet of Conifer Irondequoit Associates (a
limited partnership) as of December 31, 2006 and 2005, and the related
statements of operations and partners' capital (deficit) and cash flows for the
years then ended.  These statements are the responsibility of the
Partnership's management.  Our responsibility is to express an opinion
on these financial statements based on our audits.
 
 We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  The
Partnership has determined that it is not required to have, nor were we engaged
to perform, an audit of its internal control over financial
reporting.  Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Partnership’s internal control over
financial reporting.  Accordingly, we express no such
opinion.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe
that our audits provide a reasonable basis for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Conifer Irondequoit Associates as
of December 31, 2006 and 2005, and the results of its operations and its cash
flows for the years then ended in conformity with accounting principles
generally accepted in the United States of America.
 
 The
accompanying financial statements have been prepared assuming that the
Partnership will continue as a going concern.  As discussed in Note 9
to the financial statements, the Partnership has lost a major
tenant.  This condition raises substantial doubt about its ability to
continue as a going concern.  Management’s plans regarding this matter
are described in Note 10.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
 
 /s/
Salmin, Celona, Wehrle & Flaherty, LLP
 Rochester,
New York
 March 7,
2007
  - 29
-
 [Letterhead
of REZNICK GROUP, P.C.]
 
 REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 To the
Partners
 Middletown
Associates
 
 We have
audited the accompanying balance sheet of Middletown Associates as of November
9, 2007, and the related statements of profit and loss, changes in partners’
equity (deficit) and cash flows for the period January 1, 2007 through November
9, 2007 (date of investor transfer).  These financial statements are
the responsibility of the Partnership's management.  Our
responsibility is to express an opinion on these financial statements based on
our audit.
 
 We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  The
Partnership has determined that it is not required to have, nor were we engaged
to perform, an audit of its internal control over financial
reporting.  Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Partnership’s internal control over
financial reporting.  Accordingly, we express no such
opinion.  An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.  We
believe that our audit provides a reasonable basis for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Middletown Associates as of
November 9, 2007 and the results of its operations, the changes in partners’
equity (deficit) and its cash flows for the period January 1, 2007 through
November 9, 2007 (date of investor transfer), in conformity with accounting
principles generally accepted in the United States of America.
 
 /s/
REZNICK GROUP
 Baltimore,
Maryland
 March 25,
2008
 
 
 - 30
-
 [Letterhead
of REZNICK GROUP, P.C.]
 
 REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 To the
Partners
 Middletown
Associates
 
 We have
audited the accompanying balance sheet of Middletown Associates as of December
31, 2006, and the related statements of operations, changes in partners’ equity
(deficit) and cash flows for the year then ended.  These financial
statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on these
financial statements based on our audit.
 
 We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  The
Partnership has determined that it is not required to have, nor were we engaged
to perform, an audit of its internal control over financial
reporting.  Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Partnership’s internal control over
financial reporting.  Accordingly, we express no such
opinion.  An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.  We
believe that our audit provides a reasonable basis for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Middletown Associates as of
December 31, 2006 and the results of its operations, changes in partners’ equity
(deficit) and its cash flows for the year then ended, in conformity with
accounting principles generally accepted in the United States of
America.
 
 /s/
REZNICK GROUP
 Baltimore,
Maryland
 March 29,
2007
 
 
 - 31
-
 [Letterhead
of REZNICK GROUP, P.C.]
 
 REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 To the
Partners
 Lauderdale
Lakes Associates, Ltd.
 
 We have
audited the accompanying balance sheets of Lauderdale Lakes Associates, Ltd. as
of December 31, 2006 and 2005, and the related statements of operations, changes
in partners' equity (deficit) and cash flows for the years then
ended.  These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an opinion
on these financial statements based on our audits.
 
 We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Lauderdale Lakes Associates, Ltd.
as of December 31, 2006 and 2005, and the results of its operations, the changes
in partners’ equity (deficit) and cash flows for the years then ended, in
conformity with accounting principles generally accepted in the United States of
America.
 
 Our
audits were made for the purpose of forming an opinion on the basic financial
statements taken as a whole.  The supplemental information on page 19
is presented for purposes of additional analysis and is not a required part of
the basic financial statements.  Such information has been subjected
to the auditing procedures applied in the audits of the basic financial
statements and, in our opinion, is fairly stated in all material aspects in
relation to the basic financial statements taken as a whole.
 
 /s/
Reznick Group, P.C.
 Atlanta,
Georgia
 May 1,
2007
  - 32
-
 [Letterhead
of REZNICK GROUP, P.C.]
 
 INDEPENDENT
AUDITORS' REPORT
 
 To the
Partners
 Flipper
Temple Associates, L.P.
 
 We have
audited the accompanying balance sheet of Flipper Temple Associates, L.P., as of
December 31, 2007, and the related statements of operations, partners' equity
(deficit) and cash flows for the year then ended.  These financial
statements are the responsibility of the partnership's
management.  Our responsibility is to express an opinion on these
financial statements based on our audit.
 
 We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States) and the standards applicable to
financial audits contained in Government Auditing Standards, issued by
the Comptroller General of the United States.  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  The
Partnership has determined that it is not required to have, nor we were engaged
to perform, an audit of its internal control over financial
reporting.  Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Partnership’s internal control over
financial reporting.  Accordingly, we express no such
opinion.  An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe
that our audit provides a reasonable basis for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Flipper Temple Associates, L.P. as
of December 31, 2007, and the results of its operations, changes in partners'
equity (deficit) and cash flows for the year then ended, in conformity with
accounting principles generally accepted in the United States of
America.
 
 In
accordance with Government Auditing Standards, we have
also issued a report dated February 29, 2008, on our consideration of Flipper
Temple Associates, L.P.'s internal control over financial
reporting.  The purpose of that report is to describe the scope of our
testing of internal control over financial reporting and the results of that
testing and not to provide an opinion on the internal control over financial
reporting.  In accordance with Government Auditing Standards, we have
also issued an opinion dated February 29, 2008, on Flipper Temple Associates,
L.P.’s compliance with certain provisions of laws, regulations, contracts, and
grant agreements, and other matters that could have a direct and material effect
on a major HUD-assisted program.  Those reports are an integral part
of an audit performed in accordance with Government Auditing Standards and should
be considered in assessing the results of our audit.
 
 Our audit
was conducted for the purpose of forming an opinion on the basic financial
statements taken as a whole.  The accompanying supplemental
information on pages 24 through 36 is presented for purposes of additional
analysis and is not a required part of the basic financial statements of the
partnership.  Such information has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, is fairly stated, in all material respects, in relation to the basic
financial statements taken as a whole.
 
 /s/
Reznick Group, P.C.
 Taxpayer
Identification Number:
 52-1088612
 Bethesda,
Maryland
 February
29, 2008
 Lead
Auditor:  Nelson D. Gomez
 
 - 33
-
 [Letterhead
of REZNICK GROUP, P.C.]
 
 INDEPENDENT
AUDITORS' REPORT
 
 To the
Partners
 Flipper
Temple Associates, L.P.
 
 We have
audited the accompanying balance sheet of Flipper Temple Associates, L.P., as of
December 31, 2006, and the related statements of operations, partners' equity
(deficit) and cash flows for the year then ended.  These financial
statements are the responsibility of the partnership's
management.  Our responsibility is to express an opinion on these
financial statements based on our audit.
 
 We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States) and the standards applicable to
financial audits contained in Government Auditing Standards, issued by
the Comptroller General of the United States.  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  The
Partnership has determined that it is not required to have, nor we were engaged
to perform, an audit of its internal control over financial
reporting.  Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Partnership’s internal control over
financial reporting.  Accordingly, we express no such
opinion.  An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe
that our audit provides a reasonable basis for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Flipper Temple Associates, L.P. as
of December 31, 2006, and the results of its operations, the changes in
partners' equity (deficit) and cash flows for the year then ended, in conformity
with accounting principles generally accepted in the United States of
America.
 
 In
accordance with Government Auditing Standards, we have
also issued a report dated February 27, 2007, on our consideration of Flipper
Temple Associates, L.P.'s internal control over financial
reporting.  The purpose of that report is to describe the scope of our
testing of internal control over financial reporting and the results of that
testing and not to provide an opinion on the internal control over financial
reporting.  In accordance with Government Auditing Standards, we have
also issued an opinion dated February 27, 2007, on Flipper Temple Associates,
L.P.’s compliance with certain provisions of laws, regulations, contracts, and
grant agreements, and other matters that could have a direct and material effect
on a major HUD-assisted program.  Those reports are an integral part
of an audit performed in accordance with Government Auditing Standards and should
be considered in assessing the results of our audit.
 
 Our audit
was conducted for the purpose of forming an opinion on the basic financial
statements taken as a whole.  The accompanying supplemental
information on pages 24 through 36 is presented for purposes of additional
analysis and is not a required part of the basic financial statements of the
partnership.  Such information has been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, is fairly stated, in all material respects, in relation to the basic
financial statements taken as a whole.
 
 /s/
Reznick Group, P.C.
 Taxpayer
Identification Number:
 52-1088612
 Bethesda,
Maryland
 February
27, 2007
 Lead
Auditor:  Nelson D. Gomez
 
 - 34
-
 [Letterhead
of Heffler, Radetich & Saitta LLP]
 
 INDEPENDENT
AUDITORS' REPORT
 
 To the
Partners of
 220
Cooper Street, L.P.
 
 We have
audited the accompanying balance sheet of 220 Cooper Street, L.P. as of May 3,
2007, and the related statements of operations, partners’ equity and cash flows
for the period from January 1, 2007 through May 3, 2007.  These
financial statements are the responsibility of the partnership's
management.  Our responsibility is to express an opinion on these
financial statements based on our audit.
 
 We
conducted our audit in accordance with generally accepted auditing standards as
established by the Auditing Standards Board (United States) and in accordance
with the standards of the Public Company Accounting Oversight Board (United
States).  Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement.  The Partnership is not required to have,
nor were we engaged to perform, an audit of its internal control over financial
reporting.  Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Partnership’s internal control over
financial reporting.  Accordingly, we express no such
opinion.  An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.  We
believe that our audit provides a reasonable basis for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of 220 Cooper Street, L.P. as of May
3, 2007, and the results of its operations and its cash flows for the period
from January 1, 2007 through May 3, 2007, in conformity with accounting
principles generally accepted in the United States of America.
 
 /s/
Heffler, Radetich & Saitta LLP
 Mount
Laurel, NJ
 December
18, 2007
  - 35
-
 [Letterhead
of Heffler, Radetich & Saitta L.L.P]
 
 INDEPENDENT
AUDITORS' REPORT
 
 To the
Partners of
 220
Cooper Street, L.P.
 
 We have
audited the accompanying balance sheets of 220 Cooper Street, L.P. as of
December 31, 2006 and 2005, and the related statements of operations, partners'
equity and cash flows for the years then ended.  These financial
statements are the responsibility of the partnership's
management.  Our responsibility is to express an opinion on these
financial statements based on our audits.
 
 We
conducted our audits in accordance with generally accepted auditing standards as
established by the Auditing Standards Board (United States) and in accordance
with the standards of the Public Company Accounting Oversight Board (United
States).  Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement.  The Partnership is not required to have,
nor were we engaged to perform, an audit of its internal control over financial
reporting.  Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Partnership’s internal control over
financial reporting.  Accordingly, we express no such
opinion.  An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.  We
believe that our audits provide a reasonable basis for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of 220 Cooper Street, L.P. as of
December 31, 2006 and 2005, and the results of its operations and its cash flows
for the years then ended, in conformity with accounting principles generally
accepted in the United States of America.
 
 /s/
Heffler, Radetich & Saitta L.L.P.
 Mount
Laurel, NJ
 January
18, 2007
  - 36
-
 [ARCHAMBO
& MUEGGENBORG, PC LETTERHEAD]
 
 INDEPENDENT AUDITOR'S
REPORT
 
 To the
Partners
 Pecan
Creek Limited Partnership
 Bartlesville,
Oklahoma
 
 We have
audited the accompanying balance sheets of Pecan Creek Limited
Partnership as of December 31, 2007 and 2006, and the related statements
of operations, partners' equity (deficit) and cash flows for the years then
ended.  These financial statements are the responsibility of the
Partnership’s management.  Our responsibility is to express an opinion
on these financial statements based on our audits.
 
 We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  The
Partnership has determined that it is not required to have, nor were we engaged
to perform, an audit of its internal control over financial
reporting.  Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Partnership’s internal control over
financial reporting.  Accordingly, we express no such
opinion.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial presentation.  We believe that our
audits provide a reasonable basis for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Pecan Creek Limited
Partnership as of December 31, 2007 and 2006, and the results of its
operations, changes in partners' equity (deficit) and its cash flows for the
years then ended, in conformity with accounting principles generally accepted in
the United States of America.
 
 
 /s/
Archambo & Mueggenborg, PC
 Deborah
E. Mueggenborg, Engagement Partner
 Archambo
& Mueggenborg, PC
 Certified
Public Accountants
 302 SE
Osage Ave.
 Bartlesville,
OK  74003
 73-1439902
 
 February
9, 2008
 
 - 37
-
 [Letterhead
of AGBIMSON & CO., PLLC]
 
 INDEPENDENT
AUDITOR'S REPORT
 
 To the
Partners
 363 Grand
Vendome Associates, Limited Partnership
 
 We have
audited the accompanying balance sheet of 363 Grand Vendome Associates, Limited
Partnership, as of December 31, 2007, and the related statements of operations,
partners’ equity (deficit) and cash flows for the year then
ended.  These financial statements are the responsibility of the
Partnership’s management.  Our responsibility is to express an opinion
on these financial statements based on our audit.
 
 We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  The
Partnership has determined that it is not required to have, nor we were engaged
to perform, an audit of its internal control over financial
reporting.  Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Partnership’s internal control over
financial reporting.  Accordingly, we express no such
opinion.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe
that our audit provides a reasonable basis for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of 363 Grand Vendome Associates,
Limited Partnership, as of December 31, 2007, and the results of its operations,
changes in partners’ equity (deficit) and its cash flows for the year then
ended, in conformity with accounting principles generally accepted in the United
States of America.
 
 /s/
Agbimson & Co., PLLC
 Rockville
Centre, New York
 February
8, 2007
  - 38
-
 [Letterhead
of AGBIMSON & CO., PLLC]
 
 INDEPENDENT
AUDITOR'S REPORT
 
 To the
Partners
 363 Grand
Vendome Associates, Limited Partnership
 
 We have
audited the accompanying balance sheet of 363 Grand Vendome Associates, Limited
Partnership, as of December 31, 2006, and the related statements of operations,
partners’ equity (deficit) and cash flows for the year then
ended.  These financial statements are the responsibility of the
Partnership’s management.  Our responsibility is to express an opinion
on these financial statements based on our audit.
 
 We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  The
Partnership has determined that it is not required to have, nor we were engaged
to perform, an audit of its internal control over financial
reporting.  Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Partnership’s internal control over
financial reporting.  Accordingly, we express no such
opinion.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe
that our audit provides a reasonable basis for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of 363 Grand Vendome Associates,
Limited Partnership, as of December 31, 2006, and the results of its operations,
changes in partners’ equity (deficit) and its cash flows for the year then
ended, in conformity with accounting principles generally accepted in the United
States of America.
 
 /s/
Agbimson & Co., PLLC
 Rockville
Centre, New York
 January
30, 2007
 
 - 39
-
 [Letterhead
of Holthouse Carlin & VanTrigt LLP]
 
 REPORT OF
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
 
 To the
Partners
 Harmony
Associates, L.P.
 
 We have
audited the accompanying balance sheet of Harmony Associates, L.P. as of
December 31, 2006, and the related statements of income, changes in partners'
capital (deficit) and cash flows for the year then ended.  These
financial statements are the responsibility of the partnership's
management.  Our responsibility is to express an opinion on these
financial statements based on our audit.
 
 We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  The
Partnership has determined that it is not required to have, nor we were engaged
to perform, an audit of its internal control over financial
reporting.  Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Partnership’s internal control over
financial reporting.  Accordingly, we express no such
opinion.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe
that our audit provides a reasonable basis for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Harmony Associates, L.P., as of
December 31, 2006, and the results of its operations and its cash flows for the
years then ended, in conformity with accounting principles generally accepted in
the United States of America.
 
 Our audit
was conducted for the purpose of forming an opinion on the basic financial
statements taken as a whole.  The information included in the
accompanying Schedule I is presented for purposes of additional analysis and is
not a required part of the basic financial statements.  Such
information has been subjected to the auditing procedures applied in the audit
of the basic financial statements and, in our opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
 
 /s/
Holthouse Carlin & VanTrigt LLP
 Santa
Monica, California
 February
23, 2007
  - 40
-
 [Letterhead
of Matthews, Cutrer & Lindsay, P.A.]
 
 To the
Partners of
 Westbrook
Square, LP
 
 INDEPENDENT
AUDITOR'S REPORT
 
 We have
audited the accompanying balance sheets of Westbrook Square, LP (a limited
partnership), RHS Project No. 28-040-640770978 as of December 31, 2007 and 2006,
and the related statements of operations, changes in partners' equity (deficit)
and cash flows for the years then ended.  These financial statements
are the responsibility of the partnership's management.  Our
responsibility is to express an opinion on these financial statements based on
our audits.
 
 We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  The
Partnership has determined that it is not required to have, nor were we engaged
to perform, an audit of its internal control over financial
reporting.  Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Partnership’s internal control over
financial reporting.  Accordingly, we express no such
opinion.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe
that our audits provide a reasonable basis for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Westbrook Square, LP as of December
31, 2007 and 2006, and the results of its operations and its cash flows for the
years then ended in conformity with accounting principles generally accepted in
the United States of America.
 
 Our audit
was made for the purpose of forming an opinion on the basic financial statements
taken as a whole.  The accompanying supplementary information shown on
page 16 is presented for the purposes of additional analysis and is not a
required part of the basic financial statements of the
Partnership.  Such information has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, is fairly stated, in all material respects, in relation to the basic
financial statements taken as a whole.
 
 
 /s/
Matthews, Cutrer & Lindsay, P.A.
 Ridgeland,
Mississippi
 January
30, 2008
  - 41
-
 
 
 FREEDOM
TAX CREDIT PLUS L.P.
 AND
CONSOLIDATED PARTNERSHIPS
 CONSOLIDATED
BALANCE SHEETS
 
 
 
 March
      31,2008
                
                
                2007ASSETSOperating
      assets:Property
      and equipment, at cost, less accumulated depreciation (Note
    4)
                
                $
                4,802,660
                
                
                $
                24,877,432Cash
      and cash equivalents
                
                
                3,548,031
                
                
                
                5,899,857Cash
      held in escrow
                
                
                603,486
                
                
                
                2,869,341Deferred
      costs – net of accumulated amortization (Note 5)
                
                
                188,159
                
                
                
                243,958Due
      from local general partners and affiliates (Note 7)
                
                
                284,282
                
                
                
                0Other
      assets
                
                
                49,990
                
                
                
                852,070Total
      operating assets
                
                
                9,476,608
                
                
                
                34,742,658Assets
      held for sale (Note 11):Property
      and equipment held for sale, net of accumulated depreciation (Note
      4)
                
                
                1,211,462
                
                
                
                0Other
      assets held for sale
                
                
                282,965
                
                
                
                1,704Total
      assets held for sale
                
                
                1,494,427
                
                
                
                1,704Total
      assets
                
                $
                10,971,035
                
                
                $
                34,744,362LIABILITIES
      AND PARTNERS’ CAPITAL (DEFICIT)Operating
      liabilities:Mortgage
      notes payable (Note 6)
                
                $
                4,507,006
                
                
                $
                25,276,141Accounts
      payable and other liabilities
                
                
                204,024
                
                
                
                1,350,713Due
      to local general partners and affiliates (Note 7)
                
                
                19,081
                
                
                
                1,078,112Due
      to general partners and affiliates (Note 7)
                
                
                2,166,168
                
                
                
                3,229,196Total
      operating liabilities
                
                
                6,896,279
                
                
                
                30,934,162Liabilities
      related to assets held for sale (Note 11):Mortgage
      notes payable of assets held for sale (Note 6)
                
                
                1,610,199
                
                
                
                0Other
      liabilities held for sale including minority interest
                
                
                297,989
                
                
                
                7,113Total
      liabilities related to assets held for sale
                
                
                1,908,188
                
                
                
                7,113Total
      liabilities
                
                
                8,804,467
                
                
                
                30,941,275Minority
      interests (Note 2)
                
                
                (201,531
                )
                
                
                672,373Commitments
      and contingencies (Notes 7 and 10)Partners’
      capital (deficit):Limited
      partners (72,896 BACs issued and outstanding) (Note 1)
                
                
                (2,059,612
                )
                
                
                (386,432
                )General
      partners
                
                
                4,427,711
                
                
                
                3,517,146Total
      partners’ capital (deficit)
                
                
                2,368,099
                
                
                
                3,130,714Total
      liabilities and partners’ capital (deficit)
                
                $
                10,971,035
                
                
                $
                34,744,362See
      accompanying notes to consolidated financial
  statements.
  - 42
-
 
 FREEDOM
TAX CREDIT PLUS L.P.
 AND
CONSOLIDATED PARTNERSHIPS
 CONSOLIDATED
STATEMENTS OF OPERATIONS
 
 
 
 
 Years
      Ended March 31,2008
                
                
                2007*Operations:RevenuesRental
      income
                
                $
                1,825,112
                
                
                $
                1,712,100Other
      (Note  2)
                
                
                487,867
                
                
                
                517,263Total
      revenues
                
                
                2,312,979
                
                
                
                2,229,363Expenses:Repairs
      and maintenance
                
                
                441,358
                
                
                
                469,728Operating
      and other
                
                
                287,120
                
                
                
                304,217Real
      estate taxes
                
                
                138,440
                
                
                
                118,852Interest
                
                
                395,267
                
                
                
                411,923Depreciation
      and amortization (Notes 4 and 5)
                
                
                217,493
                
                
                
                235,501General
      and administrative
                
                
                676,916
                
                
                
                740,739General
      and administrative-related parties (Note 7)
                
                
                382,803
                
                
                
                790,413Total
      expenses
                
                
                2,539,397
                
                
                
                3,071,373Loss
      from continuing operations before minority interest
                
                
                (226,418
                )
                
                
                (842,010
                )Minority
      interest in (income) loss of subsidiaries from operations
                
                
                (1,853
                )
                
                
                1,805Loss
      from continuing operations
                
                
                (228,271
                )
                
                
                (840,205
                )Discontinued
      operations:Income
      from discontinued operations (including (loss) gain on sale ofproperties
      and minority interest) (Note 11)
                
                
                4,264,344
                
                
                
                12,672,366Net
      income
                
                $
                4,036,073
                
                
                $
                11,832,161Loss
      from operations – limited partners
                
                $
                (225,988
                )
                
                $
                (831,803
                )Income
      from discontinued operations (including (loss) gain on sale ofproperties
      and minority interest) – limited partners
                
                
                4,221,701
                
                
                
                12,545,642Net
      income – limited partners
                
                $
                3,995,713
                
                
                $
                11,713,839Number
      of BACs outstanding
                
                
                72,896
                
                
                
                72,896Loss
      from operations per BAC
                
                $
                (3.10
                )
                
                $
                (11.41
                )Income
      from discontinued operations per BAC
                
                
                57.91
                
                
                
                172.11Net
      income per BAC
                
                $
                54.81
                
                
                $
                160.70*  Reclassified
      for comparative purposes.
                  
                  See
      accompanying notes to consolidated financial
  statements.
   - 43
-
  FREEDOM
TAX CREDIT PLUS L.P.
 AND
CONSOLIDATED PARTNERSHIPS
 CONSOLIDATED
STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL (DEFICIT)
 YEARS
ENDED MARCH 31, 2008 and 2007
 
 
 
 
 Total
                
                Limited
                  Partners
                
                General
                  PartnersPartner’s
      deficit – April 1, 2006
                
                $
                (5,914,946
                )
                $
                (5,175,151
                )
                $
                (739,795
                )Net
      income
                
                
                11,832,161
                
                
                11,713,839
                
                
                118,322Contribution
      – write-off of partnership management fees related to sold properties
      (Note 7)
                
                
                4,095,540
                
                
                0
                
                
                4,095,540Contribution
      – write-off of related party debt
                
                
                113,030
                
                
                0
                
                
                113,030Distributions
                
                
                (6,995,071
                )
                
                (6,925,120
                )
                
                (69,951
                )Partners’
      capital (deficit) – March 31, 2007
                
                
                3,130,714
                
                
                (386,432
                )
                
                3,517,146Net
      income
                
                
                4,036,073
                
                
                3,995,713
                
                
                40,360Contribution
      – write-off of partnership management fees related to sold properties
      (Note 7)
                
                
                814,863
                
                
                0
                
                
                814,863Contribution
      – write-off of related party debt
                
                
                112,604
                
                
                0
                
                
                112,604Distributions
                
                
                (5,726,155
                )
                
                (5,668,893
                )
                
                (57,262
                )Partners’
      capital (deficit) – March 31, 2008
                
                $
                2,368,099
                
                $
                (2,059,612
                )
                $
                4,427,711See
      accompanying notes to consolidated financial
  statements.
 
 
 - 44
-
  FREEDOM
TAX CREDIT PLUS L.P.
 AND
CONSOLIDATED PARTNERSHIPS
 CONSOLIDATED
STATEMENTS OF CASH FLOWS
 YEARS
ENDED MARCH 31, 2008 and 2007
 
 
 2008
                
                
                2007Cash
      flows from operating activities:Net
      income
                
                $
                4,036,073
                
                
                $
                11,832,161Adjustments
      to reconcile net income to net cash provided by(used
      in) operating activities:Loss
      (gain) loss on sale of investments
                
                
                172,858
                
                
                
                (10,090,931
                )Capital
      contributions – General Partner
                
                
                814,863
                
                
                
                4,208,570Loss
      on impairment of property and equipment
                
                
                0
                
                
                
                1,505,824Depreciation
      and amortization
                
                
                1,219,363
                
                
                
                2,567,306Minority
      interest in loss of subsidiaries
                
                
                (4,930,588
                )
                
                
                (5,905,310
                )(Increase)
      decrease in other assets
                
                
                266,114
                
                
                
                (43,810
                )Increase
      in deferred revenue from sale of properties
                
                
                0
                
                
                
                0(Decrease)
      increase in accounts payable and other liabilities
                
                
                926,188
                
                
                
                (2,432,564
                )Decrease
      in cash held in escrow
                
                
                143,133
                
                
                
                322,704Decrease
      in due to general partners and affiliates
                
                
                (848,591
                )
                
                
                (6,632,207
                )Increase
      in due to local general partners and affiliates
                
                
                33,857
                
                
                
                851,543Decrease
      in due to local general partners and affiliates
                
                
                (129,346
                )
                
                
                (150,579
                )Net
      cash provided by (used in) operating activities
                
                
                1,703,924
                
                
                
                (3,967,293
                )Cash
      flows from investing activities:Additions
      to property and equipment
                
                
                (319,151
                )
                
                
                (949,279
                )Proceeds
      from sale of investments
                
                
                6,743,580
                
                
                
                39,496,685Costs
      paid relating to sale of properties
                
                
                (299,849
                )
                
                
                (1,788,468
                )Net
      cash provided by investing activities
                
                
                6,124,580
                
                
                
                36,758,938Cash
      flows from financing activities:Decrease
      in deferred costs
                
                
                (31,788
                )
                
                
                0Repayments
      of mortgage loans
                
                
                (3,086,929
                )
                
                
                (22,871,898
                )Increase
      in due to local general partners and affiliates
                
                
                0
                
                
                
                53,875Decrease
      in due to local general partners and affiliates
                
                
                0
                
                
                
                (575,717
                )Decrease
      in capitalization of consolidated subsidiariesattributable
      to minority interest
                
                
                (1,301,082
                )
                
                
                (1,173,539
                )Distributions
                
                
                (5,726,155
                )
                
                
                (6,995,071
                )Net
      cash used in financing activities
                
                
                (10,145,954
                )
                
                
                (31,562,350
                )Net
      (decrease) increase in cash and cash equivalents
                
                
                (2,317,450
                )
                
                
                1,229,295Cash
      and cash equivalents at beginning of year
                
                
                5,901,561
                
                
                
                4,672,266Cash
      and cash equivalents at end of year*
                
                $
                3,584,111
                
                
                $
                5,901,561Supplemental
      disclosure of cash flow information:Cash
      paid during the year for interest
                
                $
                1,980,384
                
                
                $
                2,762,307Summarized
      below are the components of the (loss) gain on sale of
      investments:*Cash
      and cash equivalents, end of year, includes cash and cash equivalents from
      discontinued operations of $36,080 and $1,704, respectively.Proceeds
      from sale of investments - net
                
                $
                (6,443,731
                )
                
                $
                (37,708,217
                )Decrease
      in property and equipment, net of accumulated depreciation
                
                
                17,991,066
                
                
                
                39,841,367Increase
      in capital contribution – General Partner
                
                
                112,604
                
                
                
                0Decrease
      in cash held in escrow
                
                
                1,913,186
                
                
                
                1,762,291Decrease
      in prepaid expenses and other assets
                
                
                360,092
                
                
                
                0Decrease
      in other assets
                
                
                138,525
                
                
                
                799,045Decrease
      in mortgage notes payable
                
                
                (16,072,007
                )
                
                
                (11,717,722
                )Decrease
      in accounts payable and other liabilities
                
                
                (1,969,778
                )
                
                
                (2,841,170
                )Decrease
      in due to general partners and affiliates
                
                
                0
                
                
                
                (74,651
                )(Decrease)
      increase in due to general partners of subsidiaries and their
      affiliates
                
                
                (1,215,585
                )
                
                
                0Decrease
      in due to local general partners and affiliate
                
                
                (213,437
                )
                
                
                (938,739
                )Decrease
      in deferred costs
                
                
                59,619
                
                
                
                193,881Increase
      in capitalization of consolidated subsidiaries attributable to minorityinterest
                
                
                5,512,304
                
                
                
                592,984See
      accompanying notes to consolidated financial
  statements.
  - 45
-
 FREEDOM
TAX CREDIT PLUS L.P.
 AND
CONSOLIDATED PARTNERSHIPS
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 MARCH 31,
2008 and 2007
 NOTE 1 -
General
 
 Freedom
Tax Credit Plus L.P., a Delaware limited partnership (the “Partnership”), was
organized on August 28, 1989 and commenced its public offering on February 9,
1990 (the “Offering”).  The general partners of the Partnership are
Related Freedom Associates L.P. (the “Related General Partner”), a Delaware
limited partnership, and its affiliate, Freedom GP Inc. (the “Freedom General
Partner”), a Delaware corporation (and together with the Related General
Partner, the “General Partners”).  The ultimate parent of the General
Partners is Centerline Holding Company (“Centerline”).  The
Partnership will terminate on December 31, 2030, unless terminated sooner under
the provisions of the limited partnership agreement of the Partnership (the
“Partnership Agreement”).
 
 The
Partnership’s business is to invest in other partnerships (“Local Partnerships,”
“subsidiaries” or “subsidiary partnerships”) owning leveraged apartment
complexes that are eligible for the low-income housing tax credit (“Tax Credit”)
enacted in the Tax Reform Act of 1986 and to entitle qualified BACs holders to
Tax Credits over the period of the Partnership’s entitlement to claim Tax
Credits (for each property, generally ten years from the date of investment or,
if later, the date the property is leased to qualified tenants; referred to
herein as the “Credit Period”). Each of the Local Partnerships in which the
Partnership has an interest has been allocated by the relevant state credit
agency the authority to recognize Tax Credits during the Credit Period, provided
that the Local Partnership satisfies the rent restriction, minimum set-aside and
other requirements for recognition of the Tax Credits at all times during the
15-year compliance period (the “Compliance Period”).
 
 As of
December 31, 2002, the Credit Periods for all of the apartment complexes had
expired, and as of December 31, 2007, the Compliance Periods for all of the
apartment complexes had expired.
 
 The
Partnership was authorized to issue a total of 200,000 Beneficial Assignment
Certificates (“BACs”), which had been registered with the Securities and
Exchange Commission for sale to the public. As of August 8, 1991 (the date on
which the Partnership held the final closing of the sale of BACs and on which
the Offering was terminated), the Partnership had received $72,896,000 of gross
proceeds of the Offering from 4,780 investors.
 
 The terms
of the Partnership Agreement provide, among other things, that net profits or
losses and distributions of cash flow are, in general, allocated 99% to the
limited partners and BACs holders and 1% to the General Partners.
 
 
 NOTE 2 -
Summary of Significant Accounting Policies
 
 a)  Basis
of Accounting and Presentation
 
 The
Partnership’s fiscal year ends on March 31. All subsidiaries have calendar year
ends.  Accounts of the subsidiaries have been adjusted for
intercompany transactions from January 1 through March 31. The Partnership’s
fiscal year ends March 31 in order to allow adequate time for the subsidiaries’
financial statements to be prepared and consolidated. The books and records of
the Partnership are maintained on the accrual basis of accounting in accordance
with accounting principles generally accepted in the United States.
 
 b)  Basis
of Consolidation
 
 The
consolidated financial statements include the accounts of the Partnership and
its subsidiary partnerships, in which the Partnership is a limited partner, with
an ownership interest ranging from approximately 98% to 99%. All intercompany
accounts and transactions with the subsidiary partnerships have been eliminated
in consolidation. Through the rights of the Partnership and/or an affiliate of
the General Partners, which affiliate has a contractual obligation to act on
behalf of the Partnership, to remove the general partner of the subsidiary
partnerships and to approve certain major operating and financial decisions, the
Partnership has a controlling financial interest in the subsidiary
partnerships.
 
 Increases
(decreases) in the capitalization of consolidated subsidiaries attributable to
minority interest arise from cash contributions and cash distributions to the
minority interest partners.
 
 The
Partnership’s investment in each subsidiary is equal to the respective
subsidiary’s partners’ equity less minority interest capital, if
any.
 
 c)  Cash
and Cash Equivalents
 
 For
purposes of the consolidated statements of cash flows, cash and cash equivalents
include cash on hand, cash in banks, and investments in short-term money market
accounts (which were purchased with original maturities of three months or
less).
 
 d)  Cash
Held in Escrow
 
 Cash held
in escrow includes replacement reserves and tenant security
deposits.
 
 e)  Property
and Equipment
 
 Property
and equipment to be held and used are carried at cost which includes the
purchase price, acquisition fees and expenses, construction period interest and
any other costs incurred in acquiring the properties. The cost of property and
equipment is depreciated over their estimated useful lives using accelerated and
straight-line methods. Expenditures for repairs and maintenance are charged to
expense as incurred; major renewals and betterments are capitalized. At the time
property and equipment are retired or otherwise disposed of, the cost and
accumulated depreciation are eliminated from the assets and accumulated
depreciation accounts and the profit or loss on such disposition is reflected in
earnings.  The Partnership complies with Statement of Financial
Accounting Standards No. 144 “Accounting for the Impairment or Disposal of
Long-Lived Assets” (“SFAS No. 144”).  A loss on impairment of assets
is recorded when management estimates amounts recoverable through future
operations and sale of the property on an undiscounted basis are below
depreciated cost. At that time property investments themselves are reduced to
estimated fair value (generally using estimated future discounted net cash
flows) when the property is considered to be impaired and the depreciated cost
exceeds estimated fair value.
 
 - 46
-
 FREEDOM
TAX CREDIT PLUS L.P.
 AND
CONSOLIDATED PARTNERSHIPS
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 MARCH 31,
2008 and 2007
 
 In
accordance with SFAS No. 144, the results of discontinued operations are
reported as a separate component of income before extraordinary items on the
consolidated statements of operations.  Discontinued operations
include the results of operations and any gain or loss recognized for Local
Partnership that have been disposed of or are held for sale.  A gain
or loss recognized on the disposal is disclosed in the notes to the consolidated
financial statements.  Adjustments to amounts previously reported in
operations that are directly related to the disposal of a Local Partnership are
reclassified in the current period as discontinued operations for comparability
purposes.  Assets and liabilities of a Local Partnership that are
classified as held for sale are presented separately in the asset and liability
sections, respectively, of the consolidated balance sheets.
 
 At the
time management commits to a plan to dispose of assets, said assets are adjusted
to the lower of carrying amount or fair value less costs to sell. Such assets
would be classified as property and equipment-held for sale and are not
depreciated.  There was one asset classified as property and equipment
held for sale at March 31, 2008.
 
 f)  Deferred
Costs
 
 Deferred
costs and fees incurred in connection with the purchase of interests in certain
subsidiary partnerships have been capitalized as property costs and are being
amortized over the lives of the related properties.
 
 g)  Revenue
Recognition
 
 Rental
income is earned under standard residential operating leases and is typically
due the first day of each month, but can vary by property due to the terms of
the tenant leases.  Rental income is recognized when earned and
charged to tenants’ accounts receivable if not received by the due
date.  Rental payments received in advance of the due date are
deferred until earned.
 
 Rental
subsidies are recognized as rental income during the month in which it is
earned.  The Partnership received rental subsidies from operations
which amounted to $1,643,675 and $1,624,011, and $1,437,273 and $1,352,332 from
discontinued operations for the years ended March 31, 2008 and 2007,
respectively.  The related rental subsidy programs have expiration
dates that terminate upon total disbursement of the assistance
obligation.
 
 Other
revenues are recorded when earned and consist of the following
items:  Interest income earned on cash and cash equivalent balances
and cash held in escrow balances, income from forfeited security deposits, late
charges, laundry and vending income and other rental related items.
 
 Other
revenues from operations include the following amounts at both the Partnership
and Local Partnership level:
 
 Years
      Ended March 31,2008
              
              
              2007*Interest
              
              $
              322,030
              
              
              $
              340,024Other
              
              
              165,837
              
              
              
              177,239Total
      other revenue
              
              $
              487,867
              
              
              $
              517,263
 
 
 Other
revenues from discontinued operations include the following amounts at both the
Partnership and Local Partnership level:
 
 Years
      Ended March 31,2008
              
              
              2007*Interest
              
              $
              41,708
              
              
              $
              72,673Other
              
              
              896,264
              
              
              
              1,014,250Total
      other revenue
              
              $
              937,972
              
              
              $
              1,086,923*
      Reclassified for comparative purposes
 
 - 47
-
 FREEDOM
TAX CREDIT PLUS L.P.
 AND
CONSOLIDATED PARTNERSHIPS
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 MARCH 31,
2008 and 2007
 h)  Income
Taxes
 
 The
Partnership is not required to provide for, or pay, any federal income taxes.
Net income or loss generated by the Partnership is passed through to the
partners and is required to be reported by them. The Partnership may be subject
to state and local taxes in jurisdictions in which it operates. For income tax
purposes, the Partnership has a fiscal year ending December 31 (see Note
8).
 
 In prior
years, the Partnership relied on the 5% safe harbor established by Internal
Revenue Service (“IRS”) regulations to avoid being characterized as a
“publicly-traded partnership” that is taxed as a corporation.  The 5%
safe harbor, however, expired and is no longer available as of December 31,
2005.  Accordingly, the Partnership now relies on a 2% safe harbor
established by another IRS regulation to avoid being characterized as a
“publicly-traded partnership” that is taxed as a corporation.
 
 i)  Use
of Estimates
 
 The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make certain
estimates and assumptions relating to reporting of assets, liabilities, revenues
and expenses disclosed in the consolidated financial statements. Accordingly,
actual results could differ from those estimates.
 
 j)  Net
Income (Loss) per BAC
 
 Net
income (loss) per BAC is computed based on the net income (loss) for the period
attributed to BACs holders, divided by the number of BACs outstanding for the
period.
 
 k)  Recent
Accounting Pronouncements
 
 In
September 2006, the FASB issued SFAS No. 157, Fair Value Measurements, which
established a framework for measuring the fair value of assets and liabilities
as required by numerous other accounting pronouncements, and expands disclosure
requirements of the fair values of certain assets and
liabilities.  This statement is effective for the Partnership’s year
ending March 31, 2009.  The provisions of this statement are not
expected to have a material impact on the consolidated financial
statements.
 
 In
February 2007 the FASB issued SFAS No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities.  This statement was issued with the
intent to provide an alternative measurement treatment for certain financial
assets and liabilities.  The alternative measurement would permit fair
value to be used for both initial and subsequent measurement, with changes in
fair value recognized in earnings as those changes occur. This "Fair Value
Option" would be available on a contract by contract basis.  This
statement is effective for the Partnership’s year ending March 31,
2009.  The provisions of this statement are not expected to have a
material impact on the consolidated financial statements.
 
 In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements. This statement was issued with the intent to
improve the relevance, comparability, and transparency of the financial
information that a reporting entity provides in its consolidated financial
statements for those entities that have outstanding noncontrolling interest in
one or more subsidiaries.  The effective date for this provision is
for fiscal years beginning after December 15, 2008.  The Partnership
is currently evaluating the impact of the provisions of this statement on the
consolidated financial statements.
 
 
 NOTE 3 -
Fair Value of Financial Instruments
 
 In
accordance with SFAS No. 107 “Disclosures about Fair Value of Financial
Instruments,” the following methods and assumptions were used to estimate the
fair value of each class of financial instruments for which it is practicable to
estimate that value:
 
 Cash and Cash Equivalents,
Cash Held in Escrow, Accounts Payable and Other Liabilities, Due to Local
General Partners and Affiliates, and Due to General Partners and
Affiliates
 The
carrying amount of cash and cash equivalents, cash held in escrow, accounts
payable and other liabilities approximates fair value. The fair values of Due to
Local General Partners and Affiliates and Due to General Partners and Affiliates
are not readily determinable because no market exists for these
instruments.
 
 Mortgage Notes
Payable
 The fair
value of mortgage notes payable is estimated, where practicable, based on the
borrowing rate currently available for similar loans.
 
 - 48
-
 FREEDOM
TAX CREDIT PLUS L.P.
 AND
CONSOLIDATED PARTNERSHIPS
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 MARCH 31,
2008 and 2007
 
 March
      31, 2008
              
              
              March
      31, 2007Carrying
                Amount
              
              
              Fair
      Value
              
              
              Carrying
                Amount
              
              
              Fair
      ValueMortgage
      Notes Payable for which it is:Practicable
      to estimate fair value
              
              $
              4,507,006
              
              
              $
              4,507,006
              
              
              $
              20,145,469
              
              
              $
              20,145,469Not
      Practicable
              
              $
              0
              
              
              
              (*
              )
              
              $
              5,130,672
              
              
              
              (*
              )
 
 The
estimated fair values of the Partnership’s mortgage notes payable from
discontinued operations are as follows:
 
 March
      31, 2008
            
            
            March
      31, 2007Carrying
              Amount
            
            
            Fair
      Value
            
            
            Carrying
              Amount
            
            
            Fair
      ValueMortgage
      notes payable for which it is:Practicable
      to estimate fair value
            
            $
            1,610,199
            
            
            $
            1,610,199
            
            
            $
            0
            
            
            $
            0Not
      practicable
            
            $
            0
            
            
            
            (*
            )
            
            $
            0
            
            
            
            (*
            )(*)  
      Management believes it is not practicable to estimate the fair value of
      the mortgage notes payable because mortgage programs with similar
      characteristics are not currently available to the Local
      Partnerships.
 
 
 NOTE 4 -
Property and Equipment
 
 The
components of property and equipment from operating assets are as
follows:
 
 March
      31,
            
            Estimated
              Useful
      Lives
              (Years)2008
            
            2007Land
            
            $
            211,176
            
            $
            1,684,185
            
            
            -Buildings
      and improvements
            
            
            8,170,773
            
            
            45,157,303
            
            
            15
      to 40Other
            
            
            339,214
            
            
            1,856,263
            
            
            5
      to 158,721,163
            
            
            48,697,751Less:  Accumulated
      depreciation
            
            
            (3,918,503
            )
            
            (23,820,319
            )$
            4.802,660
            
            $
            24,877,432
 
 Depreciation
expense for the years ended March 31, 2008 and 2007 amounted to $210,015 and
$228,023, respectively.
 
 During
the years ended March 31, 2008 and 2007, there were write-offs of property and
equipment, at cost, in the amounts of $36,490,204 and $84,923,653, respectively,
and $36,486,222 and $79,032,358 of these write-offs were related to discontinued
assets.
 
 During
the years ended March 31, 2008 and 2007, there were write-offs of accumulated
depreciation in the amounts of $19,897,436 and $47,195,095, respectively, and
$19,895,281 and $47,144,833 of these write-offs were related to discontinued
assets.
 
 The
components of property and equipment held for sale are as
follows:
 March
      31,
            
            Estimated
              Useful
      Lives
              (Years)2008
            
            2007Land
            
            $
            74,711
            
            $
            0
            
            
            -Buildings
      and improvements
            
            
            2,209,817
            
            
            0
            
            
            15
      to 40Other
            
            
            122,709
            
            
            0
            
            
            5
      to 152,407,237
            
            
            0Less:  Accumulated
      depreciation
            
            
            (1,195,775
            )
            
            0$
            1,211,462
            
            $
            0
  
 - 49
-
 FREEDOM
TAX CREDIT PLUS L.P.
 AND
CONSOLIDATED PARTNERSHIPS
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 MARCH 31,
2008 and 2007
 Depreciation
expense for the discontinued assets for the years ended March 31, 2008 and 2007
amounted to $981,380 and $2,228,721, respectively. NOTE 5 -
Deferred Costs
 
 The
components of deferred costs and their periods of amortization from operating
assets are as follows:
 March
      31,2008
              
              
              2007Financing
      expenses
              
              $
              309,109
              
              
              $
              448,927Less:  Accumulated
      amortization
              
              
              (120,950
              )
              
              
              (204,969
              )$
              188,159
              
              
              $
              243,958
  Amortization
of deferred costs for the years ended March 31, 2008 and 2007 amounted to $7,478
and $7,478, respectively.
 
 During
the years ended March 31, 2008 and 2007, there were decreases in deferred costs
of $139,818 and $2,377,498 and net decreases in accumulated amortization of
$96,093 and $2,183,617, respectively, due to write-offs and reclassifications
into discontinued operations.
 
 Amortization
expense from discontinued operations for the years ended March 31, 2008 and 2007
amounted to $20,490 and $103,084, respectively.
 
 Financing
expenses are being amortized over the life of the related mortgages, ranging
from 15 to 50 years, using a method approximating the interest
method.
 
 
 NOTE 6 -
Mortgage Notes Payable
 
 The
mortgage notes from operations are payable in aggregate monthly installments of
approximately $30,000 including principal and interest with rates varying from
8.25% to 8.75% per annum and have maturity dates ranging from 2031 through 2042.
The loans are collateralized by the land and buildings of the subsidiary
partnerships, the assignment of certain subsidiary partnerships’ rents, leases,
and replacement reserves, and are without further recourse.
 
 Annual
principal payments on the permanent debt requirements for mortgage notes payable
for each of the next five fiscal years and thereafter for the operating
liabilities are as follows:
 
 Year
      Ending December 31,
                
                Amount2008
                
                $
                42,9262009
                
                
                46,7172010
                
                
                50,8452011
                
                
                55,3362012
                
                
                60,225Thereafter
                
                
                4,250,957Total
                
                $
                4,507,006
 
 
 Accrued
interest payable as of March 31, 2008 and 2007 was $19,710 and $579,535,
respectively.  Interest accrues on all mortgage loans, which include
primary and secondary loans.  Certain secondary loans have provisions
such that interest is accrued but not payable until a future
date.  The Partnership anticipates the payment of accrued interest on
the secondary loans (which make up the majority of the accrued interest payable
amount and which have been accumulating since the Partnership’s investment in
the respective Local Partnership) will be made from future refinancings or sales
proceeds of the respective Local Partnerships.
 
 The
mortgage note from discontinued operations is payable in aggregate monthly
installments of approximately $7,000 including principal and interest with a
rate of 13.50% per annum and a maturity date of 2042. The loan is collateralized
by the land and building of the subsidiary partnership, the assignment of the
subsidiary partnership’s rents, leases, and replacement reserves, and is without
further recourse.
 
 - 50
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 FREEDOM
TAX CREDIT PLUS L.P.
 AND
CONSOLIDATED PARTNERSHIPS
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 MARCH 31,
2008 and 2007
 Annual
principal payments on the permanent debt requirements for mortgage notes payable
for each of the next five fiscal years and thereafter for the discontinued
liabilities are as follows:
 Year
      Ending December 31,
                  
                  Amount2008
                  
                  $
                  6,5582009
                  
                  
                  7,5012010
                  
                  
                  8,5782011
                  
                  
                  9,8112012
                  
                  
                  11,220Thereafter
                  
                  
                  1,566,531Total
                  
                  $
                  1,610,199
 
 
 Accrued
interest payable for the discontinued liabilities at March 31, 2008 and 2007 was
$94,287 and $0, respectively.  Interest accrues on all mortgage loans,
which include primary and secondary loans.  Certain secondary loans
have provisions such that interest is accrued but not payable until a future
date.  The Partnership anticipates the payment of accrued interest on
the secondary loans (which make up the majority of the accrued interest payable
amount and which have been accumulating since the Partnership’s investment in
the respective Local Partnership) will be made from future refinancings or sales
proceeds of the respective Local Partnerships.
 
 
 NOTE 7 -
Related Party Transactions and Transactions with General Partners and
Affiliates
 
 Freedom
SLP L.P., an affiliate of the General Partners, has either a .01% or 1%
interest, as a special limited partner, in each of the Local
Partnerships.
 
 The
General Partners and their affiliates and the general partners of the Local
Partnerships (“Local General Partners”) and their affiliates perform services
for the Partnership and the Local Partnerships, respectively. The costs incurred
are as follows:
 
 a)  Due
to Local General Partners and Affiliates
 
 Due to
Local General Partners and affiliates at March 31, 2008 and 2007 consists of the
following:
 March
      31,2008
              
              
              2007Operating
      advances
              
              $
              0
              
              
              $
              255,094Development
      fees (i)
              
              
              0
              
              
              
              610,024Long-term
      note payable
              
              
              0
              
              
              
              47,498Management
      and other fees
              
              
              19,081
              
              
              
              165,496$
              19,081
              
              
              $
              1,078,112
 
 (i)
              Development
      fees were incurred in connection with the development of the property and
      have been included in the basis of the
property.
 
 
 Due from
Local General Partners and affiliates at March 31, 2008 and 2007 consists of the
following:
 
 March
      31,2008
              
              
              2007Operating
      advances
              
              $
              284,282
              
              
              $
              0
   - 51
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   FREEDOM
TAX CREDIT PLUS L.P.
 AND
CONSOLIDATED PARTNERSHIPS
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 MARCH 31,
2008 and 2007
 Due to
Local General Partners and affiliates at March 31, 2008 and 2007 included in the
discontinued liabilities consists of the following:
 
 March
      31,2008
              
              
              2007Operating
      advances
              
              $
              31,471
              
              
              $
              0Management
      and other fees
              
              
              768
              
              
              
              0$
              32,239
              
              
              $
              0
  b)  Other
Expenses
 
 The costs
from operations incurred to related parties for the years ended March 31, 2008
and 2007 were as follows:
 
 Years
      Ended March 31,2008
                
                
                2007*Partnership
      management fees (a)
                
                $
                101,839
                
                
                $
                475,025Expense
      reimbursement (b)
                
                
                132,108
                
                
                
                166,350Local
      administrative fee (d)
                
                
                3,000
                
                
                
                3,000Total
      general and administrative - General Partners
                
                
                236,947
                
                
                
                644,375Property
      management fees incurred to affiliates of thesubsidiary
      partnerships’ general partners (c)
                
                
                145,856
                
                
                
                146,038Total
      general and administrative - related parties
                
                $
                382,803
                
                
                $
                790,413*  
      Reclassified for comparative purposes.
 
 
 The costs
from discontinued operations incurred to related parties for the years ended
March 31, 2008 and 2007 were as follows:
  Years
      Ended March 31,2008
                  
                  2007*Local
      administrative fee (d)
                  
                  $
                  8,922
                  
                  $
                  38,186Total
      general and administrative-General Partners
                  
                  
                  8,922
                  
                  
                  38,186Property
      management fees incurred to affiliates of theLocal
      General Partners (c)
                  
                  
                  233,085
                  
                  
                  506,723Total
      general and administrative-related parties
                  
                  $
                  242,007
                  
                  $
                  544,909*  
      Reclassified for comparative
purposes.
 
 (a)  The
General Partners are entitled to receive a partnership management fee, after
payment of all Partnership expenses, which together with the annual local
administrative fees will not exceed a maximum of 0.5% per annum of Invested
Assets (as defined in the Partnership Agreement), for administering the affairs
of the Partnership.  Subject to the foregoing limitation, the
partnership management fee will be determined by the General Partners in their
sole discretion based upon their review of the Partnership’s
investments.  Unpaid partnership management fees for any year will be
accrued without interest and will be payable from working capital reserves or to
the extent of available funds after the Partnership has made distributions to
the limited partners and BACs holders of sale or refinancing proceeds equal to
their original capital contributions plus a 10% priority return thereon (to the
extent not theretofore paid out of cash flow).  Partnership management
fees owed to General Partners amounting to approximately $2,090,000 and
$2,948,000 were accrued and unpaid as of March 31, 2008 and 2007,
respectively.  During the years ended March 31, 2008 and 2007,
management deemed the unpaid partnership management fees that were related to
sold properties uncollectible and, as a result, wrote them off in the amount of
approximately $815,000 and $4,096,000, respectively, resulting in a non-cash
General Partner contribution to the Partnership of the same
amount.  Without the General Partners’ continued accrual without
payment, the Partnership will not be in a position to meet its
obligations.  The General Partners have continued allowing the accrual
without payment of these amounts, but are under no obligation to continue to do
so.
 
 (b)  The
Partnership reimburses the General Partners and their affiliates for actual
Partnership operating expenses incurred by the General Partners and their
affiliates on the Partnership’s behalf. The amount of reimbursement from the
Partnership is limited by the provisions of the Partnership Agreement. Another
affiliate of the General Partners performs asset monitoring for the Partnership.
These services include site visits and evaluations of the subsidiary
partnerships’ performance.
 
 
 - 52
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 FREEDOM
TAX CREDIT PLUS L.P.
 AND
CONSOLIDATED PARTNERSHIPS
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 MARCH 31,
2008 and 2007
 (c)  Property
management fees incurred by subsidiary partnerships amounted to $413,451 and
$775,439 for the years ended March 31, 2008 and 2007,
respectively.  Of these fees, $378,941 and $652,761 were incurred to
affiliates of the subsidiary partnerships, which include $233,085 and $506,723,
respectively, of fees relating to discontinued operations.
 (d)  Freedom
SLP L.P., a special limited partner of the subsidiary partnerships, is entitled
to receive an annual local administrative fee of up to $2,500 from each Local
Partnership.
 
 
 NOTE 8 -
Income Taxes
 
 A
reconciliation of the financial statement net income (loss) to the income tax
loss for the Partnership and its consolidated subsidiaries follows:
 
 2007
                  
                  
                  2006Financial
      statementNet
      income
                  
                  $
                  4,036,073
                  
                  
                  $
                  11,832,161Difference
      resulting from parent company having a differentfiscal
      year for income tax and financial reporting purposes
                  
                  
                  14,628
                  
                  
                  
                  (173,228
                  )Tax-exempt
      interest income
                  
                  
                  (347,162
                  )
                  
                  
                  (207,839
                  )Difference
      between depreciation and amortization expenserecorded
      for financial statement and income tax reportingpurposes
                  
                  
                  (154,488
                  )
                  
                  
                  (1,825,966
                  )Provisions
      for loss on impairment
                  
                  
                  0
                  
                  
                  
                  1,505,824Difference
      between gain on sale of properties for financialreporting
      purposes and income tax purposes
                  
                  
                  4,551,009
                  
                  
                  
                  (4,650,754
                  )Difference
      between gains and losses allocated to minorityinterest
      for financial reporting purposes and tax purposes
                  
                  
                  (2,132,648
                  )
                  
                  
                  (2,312,762
                  )Difference
      resulting from forgiveness of related party debtconsidered
      a General Partner contribution for financialreporting
      purposes and income for tax purposes
                  
                  
                  814,863
                  
                  
                  
                  4,095,540Other
                  
                  
                  (623,425
                  )
                  
                  
                  (324,552
                  )Net
      income as shown on the Partnership’s income tax returns
                  
                  $
                  6,158,850
                  
                  
                  $
                  7,938,424
 
 
 NOTE 9 –
Sale of Properties
 
 The
Partnership is currently in the process of disposing of its
investments.  During the fiscal year ended March 31, 2008, the
properties and the related assets and liabilities of one Local Partnership and
the Partnership’s limited partnership interest in fifteen Local Partnerships
were sold, and the Partnership has entered into an agreement to sell its limited
partnership interest in one additional Local Partnership.  Through the
year ended March 31, 2008, the Partnership has disposed of thirty-eight of its
forty-two original investments.  There can be no assurance as to when
the Partnership will dispose of its remaining investments or the amount of
proceeds which may be received.  However, based on the historical
operating results of the Local Partnerships and the current economic conditions,
including changes in tax laws, it is unlikely that the proceeds from such sales
received by the Partnership will be sufficient to return to the limited partners
their original investments.  All gains and losses on sales are
included in discontinued operations.
 
 On
February 28, 2008, the Partnership’s limited partnership interest in Ogontz Hall
Investors, L.P. (“Ogontz Hall”) was sold to an affiliate of the Local General
Partner for a sales price of $15,000.  The Partnership received
proceeds of $15,000.  Because Ogontz Hall was sold to a related party
of the Local Partnership, the sale resulted in a non-cash contribution to the
Local Partnership from the Local General Partner of approximately $508,000 at
the date of sale.  Such contribution flows through minority interest
as a result of the write-off of the deficit basis in the property of
approximately $493,000 and the $15,000 cash received from the sale.
 
 On
December 31, 2007, the Partnership’s limited partnership interest in Brittany
Associates, L.P. (“Brittany”) was sold to the Local General Partner for a sales
price of $1,000.  The Partnership received proceeds of
$1,000.  Because Brittany Manor was sold to a related party of the
Local Partnership, the sale resulted in a non-cash distribution from the Local
Partnership to the Local General Partner of approximately $25,000 at the date of
sale.  Such distribution flows through minority interest as a result
of the write-off of the basis in the property of approximately $26,000 and the
$1,000 cash received from the sale.
 
 - 53
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 FREEDOM
TAX CREDIT PLUS L.P.
 AND
CONSOLIDATED PARTNERSHIPS
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 MARCH 31,
2008 and 2007
 
 On
December 31, 2007, the Partnership’s limited partnership interest in Brookwood
Associates, Ltd. (“Brookwood”) was sold to the Local General Partner for a sales
price of $1,000.  The Partnership received proceeds of
$1,000.  Because Brookwood Apartments was sold to a related party of
the Local Partnership, the sale resulted in a non-cash contribution to the Local
Partnership from the Local General Partner of approximately $152,000 at the date
of sale.  Such contribution flows through minority interest as a
result of the write-off of the deficit basis in the property of approximately
$151,000 and the $1,000 cash received from the sale.
 
 On
December 31, 2007, the Partnership’s limited partnership interest in Elmwood
Associates, L.P. (“Elmwood”) was sold to the Local General Partner for a sales
price of $1,000.  The Partnership received proceeds of
$1,000.  Because Elmwood Square was sold to a related party of the
Local Partnership, the sale resulted in a non-cash distribution from the Local
Partnership to the Local General Partner of approximately $73,000 at the date of
sale.  Such distribution flows through minority interest as a result
of the write-off of the basis in the property of approximately $74,000 and the
$1,000 cash received from the sale.
 
 On
December 31, 2007, the Partnership’s limited partnership interest in Heflin
Hills Apartments, L.P. (“Heflin Hills”) was sold to the Local General Partner
for a sales price of $1,000.  The Partnership received proceeds of
$1,000.  Because Heflin Hills was sold to a related party of the Local
Partnership, the sale resulted in a non-cash contribution to the Local
Partnership from the Local General Partner of approximately $33,000 at the date
of sale.  Such contribution flows through minority interest as a
result of the write-off of the deficit basis in the property of approximately
$32,000 and the $1,000 cash received from the sale.
 
 On
December 31, 2007, the Partnership’s limited partnership interest in Hidden
Valley Apartments, Ltd. (“Hidden Valley”) was sold to the Local General Partner
for a sales price of $1,000.  The Partnership received proceeds of
$1,000.  Because Hidden Valley was sold to a related party of the
Local Partnership, the sale resulted in a non-cash distribution from the Local
Partnership to the Local General Partner of approximately $128,000 at the date
of sale.  Such distribution flows through minority interest as a
result of the write-off of the basis in the property of approximately $129,000
and the $1,000 cash received from the sale.
 
 On
December 31, 2007, the Partnership’s limited partnership interest in New Augusta
Associates, Ltd. (“New Augusta”) was sold to the Local General Partner for a
sales price of $1,000.  The Partnership received proceeds of
$1,000.  Because New Augusta was sold to a related party of the Local
Partnership, the sale resulted in a non-cash distribution from the Local
Partnership to the Local General Partner of approximately $45,000 at the date of
sale.  Such distribution flows through minority interest as a result
of the write-off of the basis in the property of approximately $46,000 and the
$1,000 cash received from the sale.
 
 On
December 31, 2007, the Partnership’s limited partnership interest in Shadowood
Apartments, Ltd. (“Shadowood”) was sold to the Local General Partner for a sales
price of $1,000.  The Partnership received proceeds of
$1,000.  Because Shadowood was sold to a related party of the Local
Partnership, the sale resulted in a non-cash distribution from the Local
Partnership to the Local General Partner of approximately $6,000 at the date of
sale.  Such distribution flows through minority interest as a result
of the write-off of the basis in the property of approximately $7,000 and the
$1,000 cash received from the sale.
 
 On
December 31, 2007, the Partnership’s limited partnership interest in West Hill
Square Apartments, Ltd. (“West Hill Square”) was sold to the Local General
Partner for a sales price of $1,000.  The Partnership received
proceeds of $1,000.  Because West Hill Square was sold to a related
party of the Local Partnership, the sale resulted in a non-cash contribution to
the Local Partnership from the Local General Partner of approximately $6,000 at
the date of sale.  Such contribution flows through minority interest
as a result of the write-off of the deficit basis in the property of
approximately $5,000 and the $1,000 cash received from the sale.
 
 On
December 31, 2007, the Partnership’s limited partnership interest in Windsor
Place, Ltd. (“Windsor”) was sold to the Local General Partner for a sales price
of $1,000.  The Partnership received proceeds of
$1,000.  Because Windsor Place was sold to a related party of the
Local Partnership, the sale resulted in a non-cash contribution to the Local
Partnership from the Local General Partner of approximately $28,000 at the date
of sale.  Such contribution flows through minority interest as a
result of the write-off of the deficit basis in the property of approximately
$27,000 and the $1,000 cash received from the sale.
 
 On
December 27, 2007, the Partnership’s limited partnership interest in Middletown
Associates (“Wilson Street”) was sold to an affiliate of the Local General
Partner for a sales price of $20,000.  Because Wilson Street was sold
to a related party of the Local Partnership, the sale resulted in a non-cash
contribution to the Local Partnership from the Local General Partner of
approximately $53,000 at the date of sale.  A downward adjustment to
the non-cash contribution of $2,000 was recorded during the quarter ended March
31, 2008, resulting in an overall non-cash contribution of
$51,000.  Such contribution flows through minority interest as a
result of the write-off of the deficit basis in the property of approximately
$33,000 and $20,000 cash received from the sale.  The sale also
resulted in a non-cash contribution to the Local Partnership from an affiliate
of the General Partner of approximately $23,000 as a result of the write-off of
payables owed by the Local Partnership.
 
 On
December 10, 2007, the Partnership’s limited partnership interest in Pecan Creek
Limited Partnership (“Pecan Creek”) was sold to an affiliate of the Local
General Partner for a sales price of $25,000.  The Partnership
received proceeds of $25,000.  Because Pecan Creek was sold to a
related party of the Local Partnership, the sale resulted in a non-cash
contribution to the Local Partnership from the Local General Partner of
approximately $99,000 at the date of sale.  Such contribution flows
through minority interest as a result of the write-off of the deficit basis in
the property of approximately $74,000 and the $25,000 received from the
sale.
 
 - 54
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 FREEDOM
TAX CREDIT PLUS L.P.
 AND
CONSOLIDATED PARTNERSHIPS
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 MARCH 31,
2008 and 2007
 On
November 16, 2007, the Partnership’s limited partnership interest in Grand
Vendome Associates Limited Partnership (“Vendome”) was sold to an affiliate of
the Local General Partner for a sales price of $125,000.  The
Partnership received proceeds of $125,000.  Because Vendome was sold
to a related party of the Local Partnership, the sale resulted in a non-cash
contribution to the Local Partnership from the Local General Partner of
approximately $1,271,000 at the date of sale.  An adjustment to the
non-cash contribution of $106,000 was recorded during the quarter ended March
31, 2008, resulting in an overall non-cash contribution of
$1,377,000.  Such contribution flows through minority interest as a
result of the write-off of the deficit basis in the property of approximately
$1,252,000 and the $125,000 cash received from the sale.
 
 On
October 24, 2007, the property and the related assets and liabilities of
Victoria Manor Associates (“Victoria Manor”) were sold to an affiliate of the
Local General Partner for a sale price of $6,475,000.  The Partnership
received proceeds of $3,660,000 from this sale after the repayment of mortgages,
other liabilities, closing costs and distribution to minority interest of
approximately $2,818,000.  Because Victoria Manor was sold to a
related party of the Local Partnership, the sale resulted in a non-cash
contribution to the Local Partnership from the Local General Partner of
approximately $2,726,000 at the date of sale.  An adjustment to the
non-cash contribution of $744,000 was recorded during the quarter ended March
31, 2008, resulting in an overall non-cash contribution of
$3,470,000.  Such contribution flows through minority interest as a
result of the write-off of the deficit basis in the property.
 
 On
September 11, 2007, the Partnership’s limited partnership interest in Magnolia
Mews Limited Partnership (“Magnolia Mews”) was sold to the Local General Partner
for a sales price of $82,500.  The Partnership received proceeds of
$82,500 from this sale.  Because Magnolia Mews was sold to a related
party of the Local Partnership, the sale resulted in a non-cash distribution
from the Local Partnership to the Local General Partner of approximately
$153,000 at the date of the sale.  A downward adjustment to the
non-cash distribution of $27,000 was recorded during the quarter ended March 31,
2008, resulting in an overall non-cash distribution of $126,000.  Such
distribution flows through minority interest as a result of the write-off of the
partners’ basis in the property of approximately $208,000 and the $82,500 cash
received from the sale.
 
 On May 3,
2007, the Partnership’s limited partnership interest in 220 Cooper Street
Limited Partnership (“Cooper Street”) was sold to the Local General Partner for
a sales price of $50,000.  The Partnership received net proceeds of
approximately $12,000 from this sale.  Because Cooper Street was sold
to a related party of the Local Partnership, the sale resulted in a non-cash
contribution to the Local Partnership from the Local General Partner of
approximately $173,000 which was recognized during the quarter ended June 30,
2007.  An adjustment to the non-cash contribution of approximately
$33,000 and a downward adjustment to the non-cash contribution of approximately
$16,000 was recorded during the quarters ended September 30, 2007 and March 31,
2008, respectively, resulting in an overall non-cash contribution of
approximately $190,000.  Such contribution flows through minority
interest as a result of the write-off of the partners’ deficit basis in the
property of approximately $178,000 and the $12,000 cash received from the
sale.
 
 On
January 31, 2007, the property and the related assets and liabilities of Eagle
Ridge Limited Partnership (“Eagle Ridge”) were sold to an unaffiliated third
party purchaser for a sales price of $2,000,000.  The Partnership
received $412,730 as a distribution from this sale after the repayment of
mortgages, other liabilities, closing costs and distributions to minority
interests of approximately $1,587,000.  The sale resulted in a gain of
approximately $600,000 resulting from the write-off of the partners’ deficit
basis in the property of approximately $600,000 at the date of the
sale.  The sale resulted in the liquidation of Eagle
Ridge.
 
 On
January 10, 2007, the property and the related assets and liabilities of
Lauderdale Lakes Associates, Ltd. (“Lauderdale Lakes”) were sold to an affiliate
of the Local General Partner for a sales price of $5,900,000.  The
Partnership received $790,773 as a distribution from this sale after the
repayment of mortgages, other liabilities and closing costs of approximately
$5,109,000.  During the quarter ended December 31, 2006, in accordance
with Statement of Financial Accounting Standards No. 144, “Accounting for the
Impairment or Disposal of Long-Lived Assets” (“SFAS No. 144”), the Partnership
deemed the building impaired and wrote it down to its fair value which resulted
in a loss on impairment of approximately $1,106,000.  Because
Lauderdale Lakes was sold to a related party of the Local Partnership, the sale
resulted in a non-cash distribution from the Local Partnership to the Local
General Partner of approximately $329,000.  Such distribution flows
through minority interest as a result of the write-off of the partners’ basis in
the property of approximately $329,000.  The sale resulted in the
liquidation of Lauderdale Lakes.
 
 On
January 1, 2007, the Partnership’s limited partnership interest in Harmony
Associates, L.P. (“Harmony Gate”) was sold to the Local General Partner for a
sales price of $1,409,990.  The Partnership received proceeds of
$1,409,990 from the sale.  Because Harmony Gate was sold to a related
party of the Local Partnership, the sale resulted in a non-cash contribution to
the Local Partnership from the Local General Partner of approximately
$1,211,000.  Such contribution flows through minority interest as a
result of the write-off of the partners’ basis in the property of approximately
$199,000 and the $1,409,990 cash received from the sale.
 
 On
January 1, 2007, the Partnership’s limited partnership interest in Conifer
Irondequoit Associates (“Abraham Lincoln”) was sold to the Local General Partner
for a sales price of $1.  Because Abraham Lincoln was sold to a
related party of the Local Partnership, the sale resulted in a non-cash
contribution to the Local Partnership from the Local General Partner of
approximately $127,000.  Such contribution flows through minority
interest as a result of the write-off of the partners’ deficit basis in the
property of approximately $127,000 at the date of the sale.  The sale
also resulted in a non-cash contribution to the Local Partnership from an
affiliate of the Local General Partner of approximately $20,000 as a result of
the write-off of payables owed by the Local Partnership.  The sale
resulted in the liquidation of Abraham Lincoln.
 
 On
October 25, 2006, the property and the related assets and liabilities of C-H
Development Group Associates, L.P. (“Manhattan B”) were sold to an unaffiliated
third party purchaser for a sales price of $2,100,000.  The
Partnership received $850,980 as a distribution from this sale after the
repayment of mortgages, other liabilities and closing costs of approximately
$1,249,000.  The sale resulted in a gain of approximately $842,000
resulting from the write-off of the partners’ deficit basis in the property of
approximately $842,000 at the date of the sale.  The sale resulted in
the liquidation of Manhattan B.
  - 55
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 FREEDOM
TAX CREDIT PLUS L.P.
 AND
CONSOLIDATED PARTNERSHIPS
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 MARCH 31,
2008 and 2007
 On
September 29, 2006, the property and the related assets and liabilities of
Oxford Trace Apartments (“Oxford Trace”) were sold to an unaffiliated third
party purchaser for a sales price of $725,000.  The Partnership
received $49,279 as a distribution from this sale after the repayment of
mortgages, other liabilities and closing costs of approximately
$676,000.  The sale resulted in a gain of approximately $373,000
resulting from the write-off of the partners’ deficit basis in the property of
approximately $373,000 at the date of the sale which was recognized during the
year ended March 31, 2007.  A downward adjustment to the gain of
approximately $7,000 was recorded during the quarter ended September 30, 2007,
resulting in overall gain of approximately $366,000.  The sale also
resulted in a non-cash contribution to the Local Partnership from the Local
General Partner of approximately $494,000 as a result of the write-off of
payables owed by the Local Partnership.  The sale resulted in the
liquidation of Oxford Trace.
 
 On
September 29, 2006, the property and the related assets and liabilities of
Tivoli Place Apartments (“Tivoli Place”) were sold to an unaffiliated third
party purchaser for a sales price of $3,050,000.  The Partnership
received $1,338,631 as a distribution from this sale after the repayment of
mortgages, other liabilities, closing costs and distributions to minority
interests of approximately $1,711,000.  The sale resulted in a gain of
approximately $905,000 resulting from the write-off of the partners’ deficit
basis in the property of approximately $905,000 at the date of the sale which
was recognized during the year ended March 31, 2007.  A downward
adjustment to the gain of approximately $6,000 was recorded during the quarter
ended September 30, 2007, resulting in overall gain of approximately
$899,000.  The sale also resulted in a non-cash distribution from the
Local Partnership to the Local General Partner of approximately $62,000 as a
result of the write-off of receivables owed to the Local
Partnership.  The sale resulted in the liquidation of Tivoli
Place.
 
 On
September 20, 2006, the property and the related assets and liabilities of
Bennion Park Apartments (“Mulberry”) were sold to an unaffiliated third party
purchaser for a sales price of $4,900,000.  The Partnership received
$2,321,740 as a distribution from this sale after the repayment of mortgages,
other liabilities, closing costs and distributions to minority interests of
approximately $2,578,000.  The sale resulted in a gain of
approximately $2,183,000 resulting from the write-off of the partners’ deficit
basis in the property of approximately $2,183,000 at the date of the sale which
was recognized during the year ended March 31, 2007.  A downward
adjustment to the gain of approximately $57,000 was recorded during the quarter
ended September 30, 2007, resulting in overall gain of approximately
$2,126,000.  The sale also resulted in a non-cash distribution from
the Local Partnership to the Local General Partner of approximately $980,000 as
a result of the write-off of receivables owed to the Local
Partnership.  The sale resulted in the liquidation of
Mulberry.
 
 On
September 20, 2006, the property and the related assets and liabilities of Twin
Trees Apartments (“Twin Trees”) were sold to an unaffiliated third party
purchaser for a sales price of $2,300,000.  The Partnership received
$927,148 as a distribution from this sale after the repayment of mortgages,
other liabilities, closing costs and distributions to minority interests of
approximately $1,373,000.  The sale resulted in a gain of
approximately $904,000 resulting from the write-off of the partners’ deficit
basis in the property of approximately $904,000 at the date of the sale which
was recognized during the year ended March 31, 2007.  A downward
adjustment to the gain of approximately $7,000 was recorded during the quarter
ended September 30, 2007, resulting in overall gain of approximately
$897,000.  The sale also resulted in a non-cash distribution from the
Local Partnership to the Local General Partner of approximately $582,000 as a
result of the write-off of receivables owed to the Local
Partnership.  The sale resulted in the liquidation of Twin
Trees.
 
 On July
26, 2006, the property and the related assets and liabilities of Washington
Brooklyn Limited Partnership (“Washington”) were sold to an unaffiliated third
party purchaser for a sales price of approximately $160,000 and the assumption
of the related mortgage liabilities and certain litigation which was resolved in
2006.  After the repayment of other liabilities and closing costs of
approximately $39,000, the Partnership received $120,874 on May 8,
2008.  During the quarter ended June 30, 2006, in accordance with
Statement of Financial Accounting Standards No. 144, “Accounting for the
Impairment or Disposal of Long-Lived Asset” (“SFAS No. 144”), the Partnership
deemed the building impaired and wrote it down to its fair value which resulted
in a loss on impairment of $400,000.  The sale resulted in a loss of
approximately $384,000 resulting from the write-off of the partners’ basis in
the property of approximately $384,000 at the date of the sale which was
recognized during the year ended March 31, 2007.  An adjustment to the
loss of approximately $5,000 was recorded during the quarter ended June 30,
2007, resulting in overall loss of approximately $379,000.  The sale
also resulted in a non-cash contribution to the Local Partnership from an
affiliate of the Local General Partner of approximately $30,000 as a result of
the write-off of payables owed by Local Partnership.  The sale
resulted in the liquidation of Washington.
 
 On June
26, 2006, the property and the related assets and liabilities of Hunters Chase
Apartments (“Hunters Chase”) were sold to an unaffiliated third party purchaser
for a sales price of $2,730,000.  The Partnership received $334,243 as
a distribution from this sale after the repayment of mortgages, other
liabilities and closing costs of approximately $2,396,000.  The sale
resulted in a gain of approximately $1,192,000 resulting from the write-off of
the partners’ deficit basis in the property of approximately $1,192,000 at the
date of the sale, which was recorded during the quarter ended September 30,
2006.  An adjustment to the gain of approximately $72,000 was recorded
during the quarter ended December 31, 2006, and an additional downward
adjustment to the gain of approximately $32,000 was recorded during the quarter
ended September 30, 2007, resulting in overall gain of approximately
$1,232,000.  The sale also resulted in a non-cash contribution to the
Local Partnership from the Local General Partner of approximately $1,245,000 as
a result of the write-off of payables owed by the Local
Partnership.  The sale resulted in the liquidation of Hunters
Chase.
 
 On June
26, 2006, the property and the related assets and liabilities of Wilshire
Apartments (“Wilshire”) were sold to an unaffiliated third party purchaser for a
sales price of $1,700,000.  The Partnership received $31,986 as a
distribution from this sale after the repayment of mortgages, other liabilities
and closing costs of approximately $1,668,000.  The sale resulted in a
gain of approximately $680,000 resulting from the write-off of the partners’
deficit basis in the property of approximately $680,000 at the date of the sale,
which was recorded during the quarter ended September 30, 2006.  A
downward adjustment to the gain of approximately $161,000 was recorded during
the quarter ended December 31, 2006, and an additional downward adjustment to
the gain of approximately $7,000 was recorded during the quarter ended September
30, 2007, resulting in overall gain of approximately $512,000.  The
sale also resulted in a non-cash contribution to the Local Partnership from the
Local General Partner of approximately $1,179,000 as a result of the write-off
of payables owed by the Local Partnership.   The sale resulted in
the liquidation of Wilshire.
 
 - 56
-
 FREEDOM
TAX CREDIT PLUS L.P.
 AND
CONSOLIDATED PARTNERSHIPS
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 MARCH 31,
2008 and 2007
 On June
20, 2006, the property and the related assets and liabilities of Bethel Park
Apartments (“Bethel Park”) were sold to an unaffiliated third party purchaser
for a sales price of $2,500,000.  The Partnership received $620,674 as
a distribution from this sale after the repayment of mortgages, other
liabilities and closing costs of approximately $1,879,000.  The sale
resulted in a gain of approximately $319,000 resulting from the write-off of the
partners’ deficit basis in the property of approximately $319,000 at the date of
the sale, which was recorded during the quarter ended September 30,
2006.  An adjustment to the gain of approximately $11,000 was recorded
during the quarter ended March 31, 2007, and an additional downward adjustment
to the gain of approximately $27,000 was recorded during the quarter ended
September 30, 2007, resulting in overall gain of approximately
$303,000.  The sale also resulted in a non-cash contribution to the
Local Partnership from the Local General Partner of approximately $298,000 as a
result of the write-off of payables owed by the Local
Partnership.  The sale resulted in the liquidation of Bethel
Park.
 
 On June
20, 2006, the property and the related assets and liabilities of Zebulon Park
Apartments (“Zebulon”) were sold to an unaffiliated third party purchaser for a
sales price of $2,000,000.  The Partnership received $420,305 as a
distribution from this sale after the repayment of mortgages, other liabilities
and closing costs of approximately $1,580,000.  The sale resulted in a
gain of approximately $115,000 resulting from the write-off of the partners’
deficit basis in the property of approximately $115,000 at the date of the sale,
which was recorded during the quarter ended September 30, 2006.  A
downward adjustment to the gain of approximately $3,000 was recorded during the
quarter ended December 31, 2006, and an additional downward adjustment to the
gain of approximately $45,000 was recorded during the quarter ended September
30, 2007, resulting in overall gain of approximately $67,000.  The
sale also resulted in a non-cash contribution to the Local Partnership from the
Local General Partner of approximately $264,000 as a result of the write-off of
payables owed by the Local Partnership.  The sale resulted in the
liquidation of Zebulon.
 
 On June
5, 2006, the property and the related assets and liabilities of Northwood
Apartments of Georgia (“Northwood”) were sold to an unaffiliated third party
purchaser for a sales price of $6,050,000.  The Partnership received
$3,197,019 as a distribution from this sale after the repayment of mortgages,
other liabilities, closing costs and distributions to minority interests of
approximately $2,853,000.  The sale resulted in a gain of
approximately $2,367,000 resulting from the write-off of the partners’ basis in
the property of approximately $2,367,000 at the date of the sale, which was
recorded during the quarter ended September 30, 2006.  An adjustment
to the gain of approximately $81,000 was recorded during the quarter ended March
31, 2007, and an additional downward adjustment to the gain of approximately
$7,000 was recorded during the quarter ended September 30, 2007, resulting in
overall gain of approximately $2,441,000.  The sale also resulted in a
non-cash distribution from the Local Partnership to the Local General Partner of
approximately $868,000 as a result of the write-off of receivables owed to the
Local Partnership.  The sale resulted in the liquidation of
Northwood.
 
 On March
31, 2006, the Partnership’s limited partnership interest in Davidson Court
Limited Partnership (“Davidson Court”) was sold to an affiliate of the general
partner of the Local Partnership (the “Local General Partner”) for a sales price
of $1,100,000.  The Partnership received proceeds of $1,066,715 from
this sale after the payment of closing costs of approximately $33,000 from the
sales price.  Because Davidson Court was sold to a related party of
the Local Partnership, the sale resulted in a non-cash contribution to the Local
Partnership from the Local General Partner of approximately $68,000 which was
recorded during the quarter ended September 30, 2006.  Such
contribution flows through minority interest as a result of the write-off of the
partners’ basis in the property of approximately $999,000 and the $1,066,715
cash received from the sale.
 
 On March
31, 2006, the Partnership’s limited partnership interest in CLM Equities Limited
Partnership (“Morris Avenue”) was sold to the Local General Partner and its
affiliate for a sales price of $265,000.  The Partnership received
proceeds of $264,990 from this sale.  Because Morris Avenue was sold
to a related party of the Local Partnership, the sale resulted in a non-cash
distribution from the Local Partnership to the Local General Partner of
approximately $424,000, which was recorded during the quarter ended June 30,
2006.  A downward adjustment of approximately $9,000 was recorded
during the quarter ended December 31, 2006, resulting in overall non-cash
distribution of approximately $415,000.  Such distribution flows
through minority interest as a result of the write-off of the partners’ basis in
the property of approximately $680,000 and the $264,990 cash received from the
sale.
 
 On
February 1, 2006, the Partnership’s limited partnership interest in Ivanhoe
Apartments Limited Partnership (“Ivanhoe”) was sold to the Local General Partner
for a sales price of $150,000.  The Partnership received proceeds of
$150,000 from this sale.  Because Ivanhoe was sold to a related party
of the Local Partnership, the sale resulted in a non-cash distribution from the
Local Partnership to the Local General Partner of approximately $50,000, which
was recorded during the quarter ended June 30, 2006.  An adjustment to
the non-cash distribution of approximately $35,000 was recorded during the
quarter ended March 31, 2007, resulting in overall non-cash distribution of
approximately $85,000.  Such distribution flows through minority
interest as a result of the write-off of the partners’ basis in the property of
approximately $235,000 and the $150,000 cash received from the
sale.  The sale also resulted in a non-cash contribution to the Local
Partnership from an affiliate of the General Partner of approximately $35,000 as
a result of the write-off of payables owed by Local Partnership.
 
 On
January 19, 2006, the Partnership’s limited partnership interest in Nelson
Anderson Affordable Housing Limited Partners (“Nelson Anderson”) was sold to the
Local General Partner for a sales price of $490,000.  The Partnership
received proceeds of $489,990 from this sale.  Because Nelson Anderson
was sold to a related party of the Local Partnership, the sale resulted in a
non-cash distribution from the Local Partnership to the Local General Partner of
approximately $196,000, which was recorded during the quarter ended June 30,
2006.  A downward adjustment to the non-cash distribution of
approximately $1,000 was recorded during the quarter ended March 31, 2007,
resulting in overall non-cash distribution of approximately
$197,000.  Such distribution flows through minority interest as a
result of the write-off of the partners’ basis in the property of approximately
$687,000 and the $489,990 cash received from the sale.  The sale also
resulted in a non-cash contribution to the Local Partnership from an affiliate
of the General Partner of approximately $28,000 as a result of the write-off of
payables owed by Local Partnership.
  - 57
-
 FREEDOM
TAX CREDIT PLUS L.P.
 AND
CONSOLIDATED PARTNERSHIPS
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 MARCH 31,
2008 and 2007
  Asset Held for
Sale
 
 On
December 31, 2007 the Partnership entered into an assignment and assumption
agreement to sell its limited partnership interest in Pine Shadow, Ltd (“Pine
Shadow”) to an affiliate of the Local General Partners for a sales price of
$1,000.  The sales documents have been executed and the initial
deposit funds are being held in escrow.  The closing is expected to
occur by the end of 2008.  No assurance can be given that the sale
will actually occur.  As of December 31, 2007, Pine Shadow had
property and equipment, at cost, of approximately $2,404,000, accumulated
depreciation of approximately $1,192,000 and mortgage debt of approximately
$1,610,000.
 
 
 NOTE 10 –
Commitments and Contingencies
 
 Pine Shadow, Ltd. (“Pine
Shadow”)
 During
2005, Pine Shadow suffered damages from flooding due to Hurricane
Katrina.  However, in 2006, Pine Shadow entered into an agreement with
Rural Housing Services (“RHS”) in which Pine Shadow is to receive funding to
replace all damages to the property.  The funds to be received will be
a Second Soft Loan in the amount of $4,384,000 with an annual interest rate of
1%.  Payments on the loan will be deferred for a 20 year
period.  In accordance with SFAS No. 144, the Partnership has
determined that there is no impairment and the carrying amounts of the assets
are recoverable, therefore, no adjustments are required.  As of the
filing date of this report, the funds have not yet been received.
 
 Other
 
 The
Partnership is subject to risks incident to potential losses arising from the
management and ownership of improved real estate. The Partnership can also be
affected by poor economic conditions generally, and due to the fact that the
Partnership is in the final stages of liquidating its portfolio, the portfolio
is no longer geographically diverse.  There are also substantial risks
associated with owning properties receiving government assistance, for example
the possibility that Congress may not appropriate funds to enable the U.S.
Department of Housing and Urban Development (“HUD”) to make rental assistance
payments. HUD also restricts annual cash distributions to partners based on
operating results and a percentage of the owners’ equity
contribution.  As of March 31, 2008, there was one Local Partnership
subsidized by HUD.  The Partnership cannot sell or substantially
liquidate its investments in subsidiary partnerships during the period that the
subsidy agreements are in existence without HUD’s approval. Furthermore there
may not be market demand for apartments at full market rents when the rental
assistance contract expires.
 
 Except as
described above, management is not aware of any trends or events, commitments or
uncertainties, which have not otherwise been disclosed, that will or are likely
to impact liquidity in a material way.  Management believes the only
impact would be from laws that have not yet been adopted.
 
 
 NOTE 11 –
Discontinued Operations
 
 The
following table summarizes the financial position of the Local Partnerships that
are classified as discontinued operations because the respective Local
Partnerships were classified as assets held for sale.  As of March 31,
2008, Victoria Manor, which was sold during the current year, and Pine Shadow,
which is classified as an asset held for sale, were all classified as
discontinued operations on the balance sheets.  The amounts shown
below, as of March 31, 2007, represent residual cash and accounts payable
balances as of the balance sheet date from the sale of Washington, which
subsequently got paid.  As of March 31, 2007, there were no Local
Partnerships classified as discontinued operations on the consolidated balance
sheets.
 
 Consolidated
Balance Sheets:
 March
      31,
                2008
              
              
              March
      31,
                2007AssetsProperty
      and equipment – less accumulated depreciation of$1,195,775
      and $0 and, respectively
              
              $
              1,211,462
              
              
              $
              0Cash
      and cash equivalents
              
              
              36,080
              
              
              
              1,704Cash
      held in escrow
              
              
              209,536
              
              
              
              0Other
      assets
              
              
              37,349
              
              
              
              0Total
      assets
              
              $
              1,494,427
              
              
              $
              1,704LiabilitiesMortgage
      notes payable
              
              $
              1,610,199
              
              
              $
              0Accounts
      payable and other liabilities
              
              
              110,212
              
              
              
              7,113Due
      to local general partners and affiliates
              
              
              32,239
              
              
              
              0Due
      to general partners and affiliates
              
              
              1,000
              
              
              
              0Minority
      interest
              
              
              154,538
              
              
              
              0Total
      liabilities
              
              $
              1,908,188
              
              
              $
              7,113
 
 - 58
-
 FREEDOM
TAX CREDIT PLUS L.P.
 AND
CONSOLIDATED PARTNERSHIPS
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 MARCH 31,
2008 and 2007
 The
following table summarizes the results of operations of the Local Partnerships
that have been classified as discontinued operations.  For the year
ended March 31, 2008, Magnolia Mews, Cooper Street, Victoria Manor, Vendome,
Pecan Creek, Wilson Street, Shadowood, Brookwood, Hidden Valley, Heflin Hills,
West Hill, Windsor, New August, Elmwood, Brittany and Ogontz Hall, which were
sold during the current year, and Pine Shadow, which was classified as an asset
held for sale, were all classified as discontinued operations in the
consolidated financial statements.  For the year ended March 31, 2007,
Bethel Park, Northwood, Hunters Chase, Mulberry Park, Oxford Trace, Tivoli
Place, Twin Trees, Wilshire, Zebulon, Lauderdale Lakes, Eagle Ridge, Washington,
Manhattan B, Abraham Lincoln, Harmony Gates, Nelson Anderson, Ivanhoe, Davidson
Court and Morris Avenue, which were sold during 2006, and Magnolia Mews, Cooper
Street, Victoria Manor, Vendome, Pecan Creek, Wilson Street, Shadowood,
Brookwood, Hidden Valley, Heflin Hills, West Hill, Windsor, New Augusta,
Elmwood, Brittany, Ogontz Hall and Pine Shadow, in order to present comparable
results to the year ended March 31, 2008, were all classified as discontinued
operations on the consolidated financial statements.
 
 Consolidated
Statements of Discontinued Operations:
 
 Years
      Ended March 31,2008
                
                2007*RevenuesRental
      income
                
                $
                3,235,273
                
                $
                9,465,799Other
      (Note 2)
                
                
                937,972
                
                
                1,086,923(Loss)
      gain on sale of properties (Note 9)
                
                
                (172,858
                )
                
                10,090,931Total
      revenue
                
                
                4,000,387
                
                
                20,643,653ExpensesRepairs
      and maintenance
                
                
                590,682
                
                
                1,840,486Operating
      and other
                
                
                682,481
                
                
                1,669,357Real
      estate taxes
                
                
                192,017
                
                
                536,916Interest
                
                
                1,119,579
                
                
                3,210,912Depreciation
      and amortization
                
                
                1,001,870
                
                
                2,331,805General
      and administrative
                
                
                839,848
                
                
                2,234,583General
      and administrative-related parties (Note 8)
                
                
                242,007
                
                
                544,909Loss
      on impairment of fixed assets
                
                
                0
                
                
                1,505,824Total
      expenses
                
                
                4,668,484
                
                
                13,874,792(Loss)
      income from discontinued operations before minority
    interest
                
                
                (668,097
                )
                
                6,768,861Minority
      interest in loss of subsidiaries from discontinued
    operations
                
                
                4,932,441
                
                
                5,903,505Income
      from discontinued operations (including (loss) gain on sale of
      properties)
                
                $
                4,264,344
                
                $
                12,672,366Income
      – limited partners from discontinued operations (including (loss) gain on
      sale of properties)
                
                $
                4,221,701
                
                $
                12,545,642Number
      of BACs outstanding
                
                
                72,896
                
                
                72,896Income
      discontinued operations (including (loss) gain on sale of properties) per
      BAC
                
                $
                57.91
                
                $
                172.11*Reclassified
      for comparative purposes.
 
 
 Years
      Ended March 31,2008
                
                2007*Cash
      flows from discontinued operations:Net
      cash provided by (used in) operating activities
                
                $
                1,206,574
                
                $
                (1,395,005
                )Net
      cash provided by investing activities
                
                $
                6,145,388
                
                $
                38,302,476Net
      cash used in financing activities
                
                $
                (8,591,932
                )
                $
                (23,427,444
                )*Reclassified
      for comparative purposes.
 
 - 59
-
 FREEDOM
TAX CREDIT PLUS L.P.
 AND
CONSOLIDATED PARTNERSHIPS
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 MARCH 31,
2008 and 2007
 NOTE 12 –
Selected Quarterly Financial Data (Unaudited)
 
 The
following table summarizes the Partnership’s quarterly results of operations for
the years ended March 31, 2008 and 2007.  The fluctuations between the
quarters are primarily due to the sales and classification as discontinued
operations of Local Partnerships (see Notes 9 and 11).
 
 Quarter
      EndedOPERATIONS
              
              June
      30,
                2007*
              
              
              September
      30,
                2007*
              
              
              December
      31,
                2007*
              
              
              March
      31,
                2008Revenues
              
              $
              546,917
              
              
              $
              662,469
              
              
              $
              463,135
              
              
              $
              640,458Total
      expenses
              
              
              582,599
              
              
              
              774,461
              
              
              
              634,774
              
              
              
              547,563(Loss)
      income from continuing operations before minority interest
              
              
              (35,682
              )
              
              
              (111,992
              )
              
              
              (171,639
              )
              
              
              92,895Minority
      interest in (income) loss of subsidiaries from operations
              
              
              (874
              )
              
              
              786
              
              
              
              (115
              )
              
              
              (1,650
              )(Loss)
      income from continuing operations
              
              
              (36,556
              )
              
              
              (111,206
              )
              
              
              (171,754
              )
              
              
              91,245(Loss)
      income from discontinued operations (includingminority
      interest)
              
              
              (71,516
              )
              
              
              (392,759
              )
              
              
              3,760,269
              
              
              
              968,350Net
      (loss) income
              
              $
              (108,072
              )
              
              $
              (503,965
              )
              
              $
              3,588,515
              
              
              $
              1,059,595Net
      (loss) income – limited partnership
              
              $
              (106,991
              )
              
              $
              (498,925
              )
              
              $
              3,552,630
              
              
              $
              1,048,999(Loss)
      income per weighted average BAC from operations
              
              $
              (0.50
              )
              
              $
              (1.51
              )
              
              $
              (2.33
              )
              
              $
              1.24(Loss)
      income per weighted average BAC fromdiscontinued
      operations
              
              
              (0.97
              )
              
              
              (5.33
              )
              
              
              51.07
              
              
              
              13.14Net
      (loss) income per weighted average BAC
              
              $
              (1.47
              )
              
              $
              (6.84
              )
              
              $
              48.74
              
              
              $
              14.38Quarter
      EndedOPERATIONS
              
              June
      30,
                2006*
              
              
              September
      30,
                2006*
              
              
              December
      31,
                2006*
              
              
              March
      31,
                2007*Revenues
              
              $
              480,350
              
              
              $
              497,576
              
              
              $
              580,823
              
              
              $
              670,614Total
      expenses
              
              
              744,949
              
              
              
              891,776
              
              
              
              798,514
              
              
              
              636,134(Loss)
      income from continuing operations before minority interest
              
              
              (264,599
              )
              
              
              (394,200
              )
              
              
              (217,691
              )
              
              
              34,480Minority
      interest in (income) loss of subsidiaries from operations
              
              
              (348
              )
              
              
              1,565
              
              
              
              702
              
              
              
              (114
              )(Loss)
      income from continuing operations
              
              
              (264,947
              )
              
              
              (392,635
              )
              
              
              (216,989
              )
              
              
              34,366(Loss)
      income from discontinued operations (includingminority
      interest)
              
              
              (1,630,245
              )
              
              
              6,133,650
              
              
              
              5,752,673
              
              
              
              2,416,288Net
      (loss) income
              
              $
              (1,895,192
              )
              
              $
              5,741,015
              
              
              $
              5,535,684
              
              
              $
              2,450,654Net
      (loss) income – limited partnership
              
              $
              (1,876,240
              )
              
              $
              5,683,605
              
              
              $
              5,480,327
              
              
              $
              2,426,147(Loss)
      income per weighted average BAC from operations
              
              $
              (3.60
              )
              
              $
              (5.33
              )
              
              $
              (2.95
              )
              
              $
              0.47(Loss)
      income per weighted average BAC fromdiscontinued
      operations
              
              
              (22.14
              )
              
              
              83.30
              
              
              
              78.13
              
              
              
              32.82Net
      (loss) income per weighted average BAC
              
              $
              (25.74
              )
              
              $
              77.97
              
              
              $
              75.18
              
              
              $
              33.29*    Reclassified
      for comparative purposes.
   - 60
-
 FREEDOM
TAX CREDIT PLUS L.P.
 AND
CONSOLIDATED PARTNERSHIPS
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 MARCH 31,
2008 and 2007
 NOTE 13 –
Subsequent Event
 
 On June
18, 2008, the Partnership entered into an assignment and assumption agreement to
sell its limited partnership interest in Warsaw Elderly Housing, L.P. (“Warsaw”)
to an affiliate of the Local General Partner for a sales price of
$10,000.  The sales documents have been executed and the initial
deposit funds are being held in escrow.  A closing is expected to take
place in the quarter ending September 30, 2008.  No assurance can be
given that the sale will actually occur.  As of December 31, 2008,
Warsaw had property and equipment, at cost, of approximately $1,465,000,
accumulated depreciation of approximately $561,000 and mortgage debt of
approximately $1,104,000.
 
 
 - 61
-
  Item
9.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
 
 None
 
 Item
9A(T).  Controls and Procedures
 
 (a)Evaluation of Disclosure
Controls and Procedures.The Chief Executive Officer and Chief
Financial Officer of Related Independence L.L.C, the general partner of the
Partnership, have evaluated the effectiveness of the Partnership’s disclosure
controls and procedures (as such term is defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”)
as of the end of the period covered by this report.  Based on such
evaluation, such officers have concluded that, as of the end of such period, the
Partnership’s disclosure controls and procedures are effective.
 
 (b)  Management’s Report on
Internal Control over Financial Reporting.Our management is
responsible for establishing and maintaining adequate internal control over
financial reporting, as such term is defined in Exchange Act
Rules 13a-15(f) and 15d-15(f).  In evaluating the Partnership’s
internal control over financial reporting, management has adopted the framework
in Internal Control-Integrated Framework issued by the Committee of Sponsoring
organizations of the Treadway Commission (the “COSO
Framework”).  Under the supervision and with the participation of our
management, including the Chief Executive Officer and Chief Financial Officer of
the General Partner, the Partnership conducted an evaluation of the
effectiveness of its internal control over financial reporting as of the end of
the period covered by this report.  The Partnership’s internal control
over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external reporting purposes in accordance with
generally accepted accounting principles.  Internal control over
financial reporting includes those policies and procedures that (1) pertain
to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the Company;
(2) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of
the Company are being made only in accordance with authorizations of management
and directors of the Company; and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the
financial statements.  However, because of inherent limitations,
internal control over financial reporting may not prevent or detect
misstatements.  Also, projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
 
 Based on
management’s evaluation under the COSO Framework, it has concluded that the
Partnership’s internal control over financial reporting, was, as of the end of
the period covered by this report, (1) effective at the Partnership level, in
that they provide reasonable assurance that information required to be disclosed
by the Partnership in the reports it files or submits under the Securities
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the SEC's rules and forms and (2) ineffective at the
subsidiary level due to certain control deficiencies noted in the audit reports
for such subsidiaries.  Management will attempt to cause the Local
General Partner’s to remedy such deficiencies; however, the General Partner does
not have control over the internal controls at the subsidiary
level.  Management believes they have sufficient controls at the
Partnership level to mitigate these deficiencies, and such deficiencies do not
have a material impact on the consolidated financial statements.
 
 This
annual report does not include an attestation report of the Partnership’s
registered public accounting firm regarding internal control over financial
reporting. The Partnership’s internal control over financial reporting was not
subject to attestation by the Partnership’s registered public accounting firm
pursuant to temporary rules of the Securities and Exchange Commission that
permit the Partnership to provide only this report.
 
 (c)  Changes in Internal Controls over Financial
Reporting.Except as noted in (b) above, during the year ended
March 31, 2008, there were no changes in the Partnership’s internal control over
financial reporting that have materially affected, or are reasonably likely to
materially affect, the Partnership’s internal control over financial
reporting.
 
 Item
9B.  Other Information
 
 Not
applicable.
  - 62
-
 PART
III
 
 
 Item
10.   Directors and Executive Officers and Corporate
Governance
 
 The
Partnership has no directors or executive officers. The Partnership’s affairs
are managed and controlled by the General Partners. On November 25, 1997, an
affiliate of the Related General Partner purchased 100% of the stock of the
Freedom General Partner. Prior to such purchase the Freedom General Partner was
an affiliate of Lehman Brothers. The Partnership has not adopted a separate code
of ethics because the Partnership has no directors or executive
officers.  However, the ultimate parent of the General Partners,
Centerline Holding Company (“Centerline”), has adopted a code of ethics (see
http://www.centerline.com).
 
 Certain
information concerning the directors and executive officers of each of the
General Partners (or their respective general partners) is set forth
below.
 
 The Related General
Partner
 
 Related
Freedom Associates Inc., (“RFAI”) is the sole general partner of Related Freedom
Associates L.P. and its officers and directors are as follows:
 
 Name
              
              PositionRobert
      L. Levy
              
              Chief
      Financial Officer and DirectorAndrew
      J. Weil
              
              President
      and Chief Executive OfficerMarc
      D. Schnitzer
              
              Senior
      Vice President
 
 
 ROBERT L.
LEVY, 42, is the Chief Financial Officer of Centerline.  Mr. Levy is
also the Chief Financial Officer of American Mortgage Acceptance Company
(“AMAC”), a publicly traded real estate investment trust managed by an affiliate
of Centerline.  Mr. Levy is responsible for overseeing the Corporate
Finance, Capital Markets, Accounting, Budgeting, Tax and Treasury
departments.  Mr. Levy joined Centerline’s predecessor in November of
2001 as the Director of Capital Markets.  From 1998 through 2001, Mr.
Levy was a Vice President in the Real Estate Equity Research and Investment
Banking Departments at Robertson Stephens, an investment banking firm in San
Francisco.  Prior to 1998, Mr. Levy was employed by Prudential
Securities in the Real Estate Equity Research Group and at Prudential Realty
Group, the real estate investment arm of the Prudential Insurance
Company.  He received his Masters in Business Administration from the
Leonard N. Stern School of Business at New York University and his Bachelor of
Arts from Northwestern University.
 
 ANDREW J.
WEIL, 37, is an Executive Managing Director of Centerline, and is the Head of
Centerline’s Affordable Housing Group.  Mr. Weil is responsible for
overseeing the day to day operations of the Affordable Housing Group, including
the acquisition of properties with Low-Income Housing Tax Credits and the
origination and structuring of institutional funds.  Prior to joining
Centerline’s predecessor in January 1994, Mr. Weil was a Financial Analyst for
the Heights Management Company, where he specialized in the analysis of
potential investments and property management.  Mr. Weil received a
Bachelor of Science degree in Economics with a concentration in Finance from the
Wharton School of the University of Pennsylvania.
 
 MARC D.
SCHNITZER, 47, is the Chief Executive Officer of Centerline.  Mr.
Schnitzer is responsible both for financial restructurings of real estate
properties and directing Centerline’s acquisition of properties generating Tax
Credits. Mr. Schnitzer received a Masters of Business Administration from
The Wharton School of the University of Pennsylvania in December 1987 before
joining Centerline in January 1988.  He held numerous positions with
Centerline and its predecessors prior to being appointed CEO in March
2006.  From 1983 to January 1986, he was a financial analyst for the
First Boston Corporation in New York.  Mr. Schnitzer graduated
summa cum laude with a Bachelor of Science in Business Administration from the
School of Management at Boston University in May 1983.  Mr. Schnitzer
also serves on the Board of Trustees of Centerline and AMAC.
 
 The Freedom General
Partner
 
 The
officers and directors of the Freedom GP Inc. are as follows:
 
 Name
              
              PositionRobert
      L. Levy
              
              Chief
      Financial Officer and DirectorAndrew
      J. Weil
              
              President
      and Chief Executive OfficerMarc
      D. Schnitzer
              
              Senior
      Vice President
 
 
 Biographical
information with respect to Messrs. Levy, Weil and Schnitzer is set forth
above.
 
 Item
11.   Executive Compensation
 
 The
Partnership has no officers or directors. The Partnership does not pay or accrue
any fees, salaries or other forms of compensation to directors or officers of
the General Partners for their services. However, under the terms of the
Partnership Agreement, the General Partners and their affiliates are entitled to
receive compensation from the Partnership in consideration of certain services
rendered to the Partnership by such parties. In addition, the General Partners
collectively hold a 1% interest in all profits, losses and distributions
attributable to operations and a subordinated 15% interest in such items
attributable to sales and refinancings. Certain directors and officers of the
General Partners receive compensation from the General Partner and their
affiliates for services performed for various affiliated entities which may
include services performed for the Partnership. The maximum annual partnership
management fee paid to the General Partner is 0.5% of invested assets. See Note
7 to the Financial Statements in Item 8 above, which is incorporated herein by
reference.
 
 - 63
-
  Tabular
information concerning salaries, bonuses and other types of compensation payable
to executive officers has not been included in this annual report. As noted
above, the Partnership has no executive officers. The levels of compensation
payable to the General Partners and/or their affiliates is limited by the terms
of the Partnership Agreement and may not be increased therefrom on a
discretionary basis.
 
 Item
12.   Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters
 
 Title
      of Class
              
              Name
      and Address of
                Beneficial
      Ownership
              
              Amount
      and Nature of
                Beneficial
      Ownership
              
              Percentage
      of ClassGeneral
      Partnership Interest in the Partnership
              
              Related
      Freedom Associates L.P.
                625
      Madison Avenue
                New
      York, NY 10022
              
              $1,000
      capital contribution -
                directly
      owned
              
              50
              %General
      Partnership Interest in the Partnership
              
              Freedom
      GP Inc.
                625
      Madison Avenue
                New
      York, NY 10022
              
              $1,000
      capital contribution -
                directly
      owned
              
              50
              %
 
 
 Freedom
SLP L.P., a limited partnership whose general partners are the General Partners
of the Partnership and which acts as the special limited partner of each Local
Partnership, has either a .01% or 1% interest in each Local
Partnership.
 
 Except as
set forth below, no person (other than the Assignor Limited Partner) was known
by the Partnership to be the beneficial owner of more than five percent of the
limited partnership interests in the Partnership and/or BACs and neither the
General Partners nor any director or officer of the General Partners (or their
respective general partners) owns any Limited Partnership Interests or
BACs.
 
 Name
      of Beneficial Owner (1)
              
              Amount
      and Nature of
                Beneficial
      Ownership
              
              Percentage
                of
      ClassLehigh
      Tax Credit Partners, Inc.
              
              8,375.66
              (2)
      (3)
              
              11.5
              %J.
      Michael Fried
              
              8,375.66
              (2)
      (3) (4)
              
              11.5
              %Alan
      P. Hirmes
              
              8,375.66
              (2)
      (3) (4)
              
              11.5
              %Stuart
      J. Boesky
              
              8,375.66
              (2)
      (3) (4)
              
              11.5
              %Marc
      D. Schnitzer
              
              -
              
              
              -Robert
      L. Levy
              
              -
              
              
              -Andrew
      J. Weil
              
              -
              
              
              -All
      directors and executive officers of RFAI and The Freedom General Partner
      as a group (six persons)
              
              8,375.66
              (2)
      (3) (4)
              
              11.5
              %
 
 
 (1)  The
address for each of the persons in the table is 625 Madison Avenue, New York,
New York 10022.
 
 (2)  As
set forth in schedule 13D filed by the Partnership, Lehigh Tax Credit L.L.C.
(“Lehigh”) and Lehigh Tax Credit Partners, Inc. (the “Managing Member”) on
October 24, 1997 with the Securities and Exchange Commission (the “Commission”)
and pursuant to a letter agreement dated August 26, 1997 among the Partnership,
Lehigh and Related Freedom Associates L.P. (“RFA”) (the “Standstill Agreement”),
Lehigh agreed that, prior to August 26, 2007 (the “Standstill Expiration Date”),
it would not and it would cause certain affiliates (including Lehigh Tax Credit
Partners II, LLC (“Lehigh II”)) not to (i) acquire, attempt to acquire or make a
proposal to acquire, directly or indirectly, more than 45% (including BACs
acquired through all other means) of the outstanding BACs, (ii) seek to propose
to enter into, directly or indirectly, any merger, consolidation, business
combination, sale or acquisition of assets, liquidation, dissolution or other
similar transaction involving the Partnership, (iii) make, or in any way
participate, directly or indirectly, in any “solicitation” of “proxies” or
“consents” (as such terms are used in the proxy rules of the Commission) to vote
any voting securities of the Partnership, (iv) form, join or otherwise
participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange
Act) with respect to any voting securities of the Partnership, except that those
affiliates bound by the Standstill Agreement will not be deemed to have violated
it and formed a “group” solely by acting in accordance with the Standstill
Agreement, (v) disclose in writing to any third party any intention, plan or
arrangement inconsistent with the terms of the Standstill Agreement, or (vi)
loan money to, advise, assist or encourage any person in connection with any
action inconsistent with the terms of the Standstill Agreement.  In
addition, Lehigh agreed that until the Standstill Expiration Date it would not
sell any BACs acquired by it unless the buyer of such BACs agreed to be bound by
the Standstill Agreement; provided, however, Lehigh was entitled to make
transfers in the secondary market to any purchaser which represented that
following such sale it would not own three percent (3%) or more of the BACs
outstanding.  By the terms of the Standstill Agreement, Lehigh also
agreed to vote its BACs in the same manner as a majority of all voting BACs
holders; provided, however, Lehigh was entitled to vote its BACs as it
determined with regard to any proposal (i) to remove RFA as a general partner of
the Partnership or (ii) concerning the reduction of any fees, profits,
distributions or allocations for the benefit of RFA or its
affiliates.
 
 (3)  As
of May 28, 2007, Lehigh held 4,192.83 BACs and Lehigh II held 4,182.83 BACs
which constitutes approximately 11.5% of the outstanding BACs
owned.
 
 - 64
-
  (4)  Mr.
Schnitzer serves as an executive officer of the Managing Member.  J.
Michael Fried, Stuart J. Boesky and Alan P. Hirmes own only an economic
interest.
 
 Item
13.   Certain Relationships and Related Transactions; Director
Independence
 
 The
Partnership has and will continue to have certain relationships with the General
Partners and their affiliates, as discussed in Item 11 which is incorporated
herein by reference thereto.  However, there have been no direct
financial transactions between the Partnership and the directors and officers of
the General Partners.
 
 Item
14.   Principal Accountant Fees and Services
 
 Audit
Fees
 The
aggregate fees by Friedman LLP and its affiliates for professional services
rendered for the audit of the Partnership’s annual consolidated financial
statements for the years ended March 31, 2008 and 2007 and for the reviews of
the financial information included in the Partnership’s Quarterly Reports on
Form 10-Q for those years were $100,500 and $96,000, respectively.
 
 Audit Related
Fees
 None
 
 Tax Fees
 The
aggregate fees by Weiser LLP and its affiliates for professional services
rendered for the preparation of the Partnership’s annual tax returns for the
years ended December 31, 2007 and 2006 were $3,700 and $8,900,
respectively.
 
 All Other
Fees
 None
 
 - 65
-
 
 PART
IV
 
 
 Item
      15.
              Exhibits
      and Consolidated Financial Statement SchedulesSequential
                Page(a)
      1.
              Consolidated Financial
      StatementsReport
      of Independent Registered Public Accounting Firm
              
              19Consolidated
      Balance Sheets as of March 31, 2008 and 2007
              
              42Consolidated
      Statements of Operations for the years ended March 31, 2008 and
      2007
              
              43Consolidated
      Statements of Changes in Partners’ Capital (Deficit) for the years ended
      March 31, 2008 and 2007
              
              44Consolidated
      Statements of Cash Flows for the years ended March 31, 2008 and
      2007
              
              45Notes
      to Consolidated Financial Statements
              
              46(a)
      2.
              Consolidated Financial
      Statement SchedulesReport
      of Independent Registered Public Accounting Firm
              
              73Schedule
      I - Condensed Financial Information of Registrant
              
              74Schedule
      III - Real Estate and Accumulated Depreciation
              
              77All
      other schedules have been omitted because they are not required or because
      the required information is contained in the financial statements or notes
      thereto.(a)
      3.
              Exhibits(3A)
              The
      Partnership’s Amended and Restated Agreement of Limited Partnership,
      incorporated herein as an exhibit by reference to Exhibit A to the
      Partnership’s Prospectus, dated February 9, 1990, as supplemented by
      supplements thereto dated December 7, 1990, May 10, 1991, July 10, 1991
      and July 23, 1991 (as so supplemented, the “Prospectus”), filed with the
      Securities and Exchange Commission on July 30, 1992, as part of
      Post-Effective Amendment No. 6 to the Partnership’s registration statement
      on Form S-11, File No. 33-30859 (“Post-Effective Amendment No.
      6”)(3B)
              The
      Partnership’s Certificate of Limited Partnership, as filed with Secretary
      of State of the State of Delaware on August 28, 1989, incorporated herein
      as an exhibit by reference to Exhibit (3C) to the Partnership’s
      registration statement on Form S-11, File No. 33-30859, as filed with the
      Securities and Exchange Commission on September 1, 1989 (the “Initial
      S-11”)(10A)
              Form
      of Subscription Agreement, incorporated herein as an exhibit by reference
      to Exhibit B to the Prospectus as filed as part of Post-Effective
      Amendment No. 6(10B)
              Form
      of Purchase and Sale Agreement pertaining to the Partnership’s acquisition
      of Local Partnership Interests, incorporated herein as an exhibit by
      reference to Exhibit (10C) to the Initial S-11(10C)
              Form
      of Amended and Restated Agreement of Limited Partnership of Local
      Partnerships, incorporated herein as an exhibit by reference to Exhibit
      (10D) to Pre-Effective Amendment No. 1 to the Partnership’s registration
      statement on Form S-11, File No. 33-30859, as filed with the Securities
      and Exchange Commission on December 21, 1989(21)
              Subsidiaries
      of the Registrant
              
              67(31.1)
              Certification Pursuant to Rule 13a-14(a) or Rule
      15d-14(a)
              
              70(31.2)
              Certification Pursuant to Rule 13a-14(a) or Rule
      15d-14(a)
              
              71(32.1)
              Certification Pursuant to Rule 13a-14(b) or Rule
      15d-14(b) and Section 1350 of Title 18 of the United States Coded (18
      U.S.C. 1350)
              
              72
   - 66
-
 
 Item
      15.
              Exhibits
      and Consolidated Financial Statement Schedules (continued)Jurisdiction
                of
      Organization(c)
              Subsidiaries of the
      Registrant(Exhibit 21)Magnolia
      Mews Limited Partnership
              
              PAVictoria
      Manor Associates
              
              CAOgontz
      Hall Investors
              
              PAMiddletown
      Associates (Wilson Street)
              
              PAFlipper
      Temple Associates Limited Partnership
              
              GA220
      Cooper Street Associates Limited Partnership
              
              NJPecan
      Creek
              
              OK363
      Grand Vendome Associates Limited Partnership
              
              NYNew
      Augusta Ltd. (Rainer Villas)
              
              ALPine
      Shadow Apartments
              
              MSWindsor
      Place Apartments
              
              ALBrookwood
      Apartments, Ltd.
              
              ALHeflin
      Hills Apartments, Ltd.
              
              ALShadowood
      Apts., Ltd.
              
              ALBrittany
      Associates, Ltd.
              
              MSHidden
      Valley Apartments
              
              ALWestbrook
      Square Limited Partnership
              
              MSWarsaw
      Elderly Housing Ltd. (Royal Pines Apts.)
              
              KYWest
      Hill Square Apts., Ltd.
              
              ALElmwood
      Associates
              
              MS
  
 - 67
-
   
 SIGNATURES
 
 
 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
 
 
 FREEDOM
TAX CREDIT PLUS L.P.
 
 
 By:
              RELATED
      FREEDOM ASSOCIATES L.P.a
      General PartnerBy:
              RELATED
      FREEDOM ASSOCIATES INC.,its
      General PartnerDate:
              July 10,
      2008By:
              /s/ Robert L.
      LevyRobert
      L. LevyChief
      Financial Officer, Principal Accounting Officer and
                DirectorDate:
              July 10,
      2008By:
              /s/ Andrew J.
      WeilAndrew
      J. WeilPresident,
      Chief Executive OfficerBy:
              FREEDOM
      GP INC.a
      General PartnerDate:
              July 10,
      2008By:
              /s/ Robert L.
      LevyRobert
      L. LevyChief
      Financial Officer, Principal Accounting Officer and
    DirectorDate:
              July 10,
      2008By:
              /s/ Andrew J.
      WeilAndrew
      J. WeilPresident,
      Chief Executive Officer
 
 
 - 68
-
 
 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the report has been signed below by the following persons on behalf by the
registrant and in the capacities and on the dates indicated:
 
 
 
 Signature
              
              Title
              
              Date/s/ Robert L.
      Levy
                Robert
      L. Levy
              
              Chief
      Financial Officer ,Chief Accounting Officer and Director of
      Related  Freedom Associates, Inc. and Freedom GP
      Inc.
              
              July 10,
      2008/s/ Andrew J.
      Weil
                Andrew
      J. Weil
              
              President
      and Chief Executive Officer Related Freedom Associates, Inc. and Freedom
      GP Inc.
              
              July 10,
      2008
 
 
 - 69
-
 
 REPORT
OF INDEPENDENT REGISTERED PUBLIC
 ACCOUNTING
FIRM ON FINANCIAL STATEMENT SCHEDULES
 
 
 
  To
the Partners
 Freedom
Tax Credit Plus L.P. and Subsidiaries
   Under
date of July 10, 2008, we reported on the consolidated balance sheets of Freedom
Tax Credit Plus L.P. and Subsidiaries as of March 31, 2008 and 2007, and the
related consolidated statements of operations, changes in partners' capital
(deficit) and cash flows for each of the years in the two-year period ended
March 31, 2008.
  In
connection with our audits of the aforementioned consolidated financial
statements, we have also audited supporting Schedule I as of March 31, 2008 and
2007 and for the years ended March 31, 2008 and 2007, and Schedule III as of
March 31, 2008 and for the years ended March 31, 2008 and 2007.  These
supporting schedules are the responsibility of the Partnerships'
management.  Our responsibility is to express an opinion on these
schedules based on our audits.  In our opinion, these schedules
present fairly, when read in conjunction with the related consolidated financial
statements, the financial data required to be set forth therein.
        /s/
Friedman LLP
   New
York, New York
 July
10, 2008
   - 73
-
  FREEDOM
TAX CREDIT PLUS L.P.
 SCHEDULE
I
 CONDENSED
SCHEDULE OF FINANCIAL INFORMATION OF REGISTRANT
 
 
 
 Summarized
condensed financial information of registrant (not including consolidated
subsidiary partnerships)
 
 
 
 CONDENSED
BALANCE SHEETS
 
 
 
 
 ASSETSMarch
      31,2008
              
              
              2007Cash
      and cash equivalents
              
              $
              3,220,322
              
              
              $
              4,998,494Investment
      in subsidiary partnerships, carried on an equity basis
              
              
              9,034,818
              
              
              
              4,084,185Total
      assets
              
              $
              12,255,140
              
              
              $
              9,082,679LIABILITIES
      AND PARTNERS’ CAPITALDue
      to general partner and affiliates
              
              $
              2,161,168
              
              
              $
              3,016,292Accounts
      payable and other liabilities
              
              
              136,611
              
              
              
              145,099Total
      liabilities
              
              
              2,297,779
              
              
              
              3,161,391Partners’
      capital
              
              
              9,957,361
              
              
              
              5,921,288Total
      liabilities and partners’ capital
              
              $
              12,255,140
              
              
              $
              9,082,679
 
 
 Investments
in subsidiary partnerships are recorded in accordance with the equity method of
accounting, wherein the investments are not reduced below
zero.  Accordingly, partners’ equity on the consolidated balance sheet
will differ from partners’ equity shown above.
   - 74
-
  FREEDOM
TAX CREDIT PLUS L.P.
 SCHEDULE
I
 CONDENSED
SCHEDULE OF FINANCIAL INFORMATION OF REGISTRANT
 
 
 
 CONDENSED
STATEMENTS OF OPERATIONS
 
 
 
 
 Years
      Ended March 31,2008
              
              2007IncomeOther
      income
              
              $
              320,626
              
              $
              350,007Loss
      on sale of properties
              
              
              (178,267
              )
              
              (545,346
              )Total
      income (loss)
              
              
              142,359
              
              
              (195,339
              )ExpensesEquity
      in losses of subsidiary partnerships
              
              
              (4,533,146
              )
              
              (13,126,658
              )General
      and administrative
              
              
              389,152
              
              
              416,597General
      and administrative-related parties
              
              
              250,280
              
              
              682,561Total
      expenses
              
              
              (3,893,714
              )
              
              (12,027,500
              )Net
      income
              
              $
              4,036,073
              
              $
              11,832,161
   - 75
-
   FREEDOM
TAX CREDIT PLUS L.P.
 SCHEDULE
I
 CONDENSED
SCHEDULE OF FINANCIAL INFORMATION OF REGISTRANT
 
 
 
 CONDENSED
STATEMENTS OF CASH FLOWS
 
 
 
 
 Years
      Ended March 31,2008
              
              2007Net
      income
              
              $
              4,036,073
              
              $
              11,832,161Adjustments
      to reconcile net income to net cash used in operating
      activities:Equity
      in income of subsidiary partnerships
              
              
              (4,533,146
              )
              
              (13,126,658
              )Loss
      on sale
              
              
              178,267
              
              
              545,346Increase
      (decrease) in liabilities:Due
      to general partner and affiliates
              
              
              (855,124
              )
              
              (6,297,952
              )Accounts
      payable and other liabilities
              
              
              (99,671
              )
              
              (1,921,958
              )Total
      adjustments
              
              
              (5,309,674
              )
              
              (20,801,222
              )Net
      cash used in operating activities
              
              
              (1,273,601
              )
              
              (8,969,061
              )Cash
      flows from investing activities:Distributions
      from subsidiaries
              
              
              3,725,537
              
              
              11,349,453Distributions
              
              
              (5,726,155
              )
              
              (6,995,071
              )Contributions
      – write-off of partnership management fees related to sold
      properties
              
              
              814,863
              
              
              4,095,540Contributions
      from related party sales
              
              
              681,184
              
              
              3,235,898Net
      cash (used in) provided by investing activities
              
              
              (504,571
              )
              
              11,685,820Net
      (decrease) increase in cash and cash equivalents
              
              
              (1,778,172
              )
              
              2,716,759Cash
      and cash equivalents, beginning of year
              
              
              4,998,494
              
              
              2,281,735Cash
      and cash equivalents, end of year
              
              $
              3,220,322
              
              $
              4,998,494
 
 - 76
-
 FREEDOM
TAX CREDIT PLUS L.P.
 AND
CONSOLIDATED PARTNERSHIPS
 SCHEDULE
III
 SCHEDULE
OF REAL ESTATE AND ACCUMULATED DEPRECIATION
 MARCH 31,
2008
 
 
 Description
            
            Encumbrances
            
            Initial
      Cost to Partnership
            
            Cost
              Capitalized/
              Reduced
              Subsequent
      to
              Acquisition
            
            Purchase
      Price Adjustments (B) Buildings and
              Improvements
            
            Gross
      Amount at which Carried at Close of Period
            
            Accumulated
              Depreciation
            
            Year
      of
              Construction/
              Renovation
            
            Date
              Acquired
            
            Life
      on which
              Depreciation
      in
              Latest
      Income
              Statements
      are
              Computed
      (C)(D)Land
            
            Buildings
      and
              Improvements
            
            
            
            Land
            
            Buildings
      and
              Improvements
            
            Total
      (A)Parkside
      TownhousesYork,
      PA (E)
            
            $
            0
            
            $
            263,231
            
            $
            4,439,564
            
            $
            (4,702,795
            )
            $
            0
            
            $
            0
            
            $
            0
            
            $
            0
            
            $
            0
            
            1989
            
            Sept.
      1990
            
            27.5Twin
      TreesLayton,
      UT (F)
            
            
            0
            
            
            112,401
            
            
            2,668,179
            
            
            (2,569,089
            )
            
            (47,642
            )
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            1989
            
            Oct.
      1990
            
            27.5Bennion
      (Mulberry)Taylorsville,
      UT (F)
            
            
            0
            
            
            258,000
            
            
            4,934,447
            
            
            (4,860,317
            )
            
            (22,842
            )
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            1989
            
            Oct.
      1990
            
            27.5Hunters
      ChaseMadison,
      AL (F)
            
            
            0
            
            
            411,100
            
            
            5,616,330
            
            
            (4,852,013
            )
            
            (713,028
            )
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            1989
            
            Oct.
      1990
            
            27.5Bethel
      ParkBethel,
      OH (F)
            
            
            0
            
            
            141,320
            
            
            5,365,882
            
            
            (4,468,364
            )
            
            (846,229
            )
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            1989
            
            Oct.
      1990
            
            27.5Zebulon
      ParkOwensville,
      OH (F)
            
            
            0
            
            
            165,000
            
            
            4,187,880
            
            
            (3,593,655
            )
            
            (542,936
            )
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            1989
            
            Oct.
      1990
            
            27.5Tivoli
      PlaceMurphreesboro,
      TN (F)
            
            
            0
            
            
            267,500
            
            
            4,146,759
            
            
            (3,887,845
            )
            
            (207,625
            )
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            1989
            
            Oct.
      1990
            
            27.5NorthwoodJacksonville,
      FL (F)
            
            
            0
            
            
            494,900
            
            
            6,630,321
            
            
            (6,284,146
            )
            
            (294,886
            )
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            1989
            
            Oct.
      1990
            
            27.5Oxford
      TraceAiken,
      SC (F)
            
            
            0
            
            
            162,000
            
            
            1,725,512
            
            
            (1,513,174
            )
            
            (161,049
            )
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            1989
            
            Oct.
      1990
            
            27.5WilshireHuntsville,
      AL (F)
            
            
            0
            
            
            178,497
            
            
            4,014,281
            
            
            (3,530,587
            )
            
            (432,405
            )
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            1989
            
            Oct.
      1990
            
            27.5IvanhoeSalt
      Lake City, UT (E)
            
            
            0
            
            
            41,000
            
            
            1,136,915
            
            
            (1,103,361
            )
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            1991
            
            Jan.
      1991
            
            27.5Washington
      AvenueBrooklyn,
      NY (F)
            
            
            0
            
            
            42,485
            
            
            2,843,351
            
            
            (2,809,797
            )
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            1991
            
            Jan.
      1991
            
            27.5C.H.
      Development (Manhattan B)New
      York, NY (F)
            
            
            0
            
            
            3
            
            
            3,294,688
            
            
            (3,261,134
            )
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            1991
            
            Jan.
      1991
            
            27.5Davidson
      CourtStaten
      Island, NY (E)
            
            
            0
            
            
            96,892
            
            
            773,052
            
            
            (739,498
            )
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            1991
            
            Mar.
      1991
            
            27.5Magnolia
      MewsPhiladelphia,
      PA (I)
            
            
            0
            
            
            200,000
            
            
            668,007
            
            
            (634,453
            )
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            1991
            
            Mar.
      1991
            
            27.5Oaks
      VillageWhiteville,
      NC (E)
            
            
            0
            
            
            63,548
            
            
            1,799,849
            
            
            (63,548
            )
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            1991
            
            Mar.
      1991
            
            27.5Greenfield
      VillageDunn,
      NC (E)
            
            
            0
            
            
            78,296
            
            
            1,806,126
            
            
            (78,296
            )
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            1991
            
            Mar.
      1991
            
            27.5Morris
      Avenue (CLM Equities)Bronx,
      NY (E)
            
            
            0
            
            
            2
            
            
            4,767,049
            
            
            (4,733,495
            )
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            1991
            
            Apr.
      1991
            
            27.5Victoria
      ManorRiverside,
      CA (H)
            
            
            0
            
            
            615,000
            
            
            5,340,962
            
            
            (5,307,408
            )
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            1991
            
            Apr.
      1991
            
            27.5Ogontz
      HallzPhiladelphia,
      PA (I)
            
            
            0
            
            
            0
            
            
            328,846
            
            
            (295,294
            )
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            1990
            
            Apr.
      1991
            
            27.5Eagle
      RidgeStoughton,
      WI (F)
            
            
            0
            
            
            321,594
            
            
            2,627,385
            
            
            (2,593,831
            )
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            1991
            
            May
      1991
            
            27.5Nelson
      AndersonBronx,
      NY (E)
            
            
            0
            
            
            2
            
            
            6,524,096
            
            
            (6,490,542
            )
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            1991
            
            June
      1991
            
            27.5Conifer
      Irondequoit
              (Abraham
      Lincoln) (G)Irondequoit,
      NY
            
            
            0
            
            
            20,000
            
            
            5,407,108
            
            
            (5,373,555
            )
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            1991
            
            Sept.
      1991
            
            27.5Wilson
      Street Apts. (Middletown)Middletown,
      PA (I)
            
            
            0
            
            
            38,449
            
            
            0
            
            
            33,553
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            1991
            
            Sept.
      1991
            
            27.5Lauderdale
      LakesLauderdale
      Lakes, FL (F)
            
            
            0
            
            
            873,973
            
            
            3,976,744
            
            
            (3,943,152
            )
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            1991
            
            Oct.
      1991
            
            40Flipper
      TempleAtlanta,
      GA
            
            
            2,404,663
            
            
            70,519
            
            
            4,907,110
            
            
            905,192
            
            
            0
            
            
            72,035
            
            
            5,810,625
            
            
            5,882,660
            
            
            2,749,037
            
            1991
            
            Oct.
      1991
            
            27.5
   - 77
-
  FREEDOM
TAX CREDIT PLUS L.P.
 AND
CONSOLIDATED PARTNERSHIPS
 SCHEDULE
III
 SCHEDULE
OF REAL ESTATE AND ACCUMULATED DEPRECIATION
 MARCH 31,
2008
 (continued)
  
 Description
            
            Encumbrances
            
            Initial
      Cost to Partnership
            
            Cost
              Capitalized/
              Reduced
              Subsequent
      to
              Acquisition
            
            Purchase
      Price Adjustments (B) Buildings and
              Improvements
            
            Gross
      Amount at which Carried at Close of Period
            
            Accumulated
              Depreciation
            
            Year
      of
              Construction/
              Renovation
            
            Date
              Acquired
            
            Life
      on which
              Depreciation
      in
              Latest
      Income
              Statements
      are
              Computed
      (C)(D)Land
            
            Buildings
      and
              Improvements
            
            
            
            Land
            
            Buildings
      and
              Improvements
            
            Total
      (A)220
      Cooper StreetCamden,
      NJ (I)
            
            
            0
            
            
            41,000
            
            
            0
            
            
            33,553
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            1991
            
            Dec.
      1991
            
            27.5VendomeBrooklyn,
      NY (I)
            
            
            0
            
            
            12,000
            
            
            4,867,584
            
            
            (4,834,030
            )
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            1991
            
            Dec.
      1991
            
            20Pecan
      CreekTulsa,
      OK (I)
            
            
            0
            
            
            50,000
            
            
            1,484,923
            
            
            (1,481,696
            )
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            1991
            
            Dec.
      1991
            
            27.5New
      Augusta Ltd. (Rainer Villas)New
      Augusta, AL (I)
            
            
            0
            
            
            15,000
            
            
            939,681
            
            
            (936,454
            )
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            1991
            
            Dec.
      1991
            
            27.5Pine
      Shadow Apts.Waveland,
      MS
            
            
            1,610,199
            
            
            74,550
            
            
            2,117,989
            
            
            214,705
            
            
            0
            
            
            74,711
            
            
            2,332,533
            
            
            2,407,244
            
            
            1,191,337
            
            1991
            
            Dec.
      1991
            
            27.5Windsor
      Place Apts.Wedowee,
      AL (I)
            
            
            0
            
            
            40,000
            
            
            904,888
            
            
            (901,661
            )
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            1991
            
            Dec.
      1991
            
            27.5Brookwood
      Apts.Foley,
      AL (I)
            
            
            0
            
            
            68,675
            
            
            1,517,190
            
            
            (1,513,963
            )
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            1991
            
            Dec.
      1991
            
            27.5Heflin
      Hills Apts.Heflin,
      AL (I)
            
            
            0
            
            
            50,000
            
            
            841,300
            
            
            (838,073
            )
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            1991
            
            Dec.
      1991
            
            27.5Shadowood
      Apts.Stevenson,
      AL (I)
            
            
            0
            
            
            27,000
            
            
            898,800
            
            
            (895,573
            )
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            1991
            
            Dec.
      1991
            
            27.5Brittany
      ApartmentsDeKalb,
      MS (I)
            
            
            0
            
            
            20,000
            
            
            843,592
            
            
            (840,365
            )
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            1990
            
            Dec.
      1991
            
            27.5Hidden
      Valley Apts.Brewton,
      AL (I)
            
            
            0
            
            
            68,000
            
            
            1,637,840
            
            
            (1,634,613
            )
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            1991
            
            Dec.
      1991
            
            27.5Westbrook
      Square L.P.Carthage,
      MS
            
            
            997,856
            
            
            40,000
            
            
            1,254,957
            
            
            77,956
            
            
            0
            
            
            40,161
            
            
            1,332,752
            
            
            1,372,913
            
            
            598,860
            
            1990
            
            Dec.
      1991
            
            27.5Warsaw
      Elderly Housing Ltd.Warsaw,
      KY
            
            
            1,104,487
            
            
            98,819
            
            
            1,333,606
            
            
            36,258
            
            
            0
            
            
            98,980
            
            
            1,369,703
            
            
            1,468,683
            
            
            575,037
            
            1991
            
            Dec.
      1991
            
            27.5West
      Hill Square Apts. Ltd.Gordo,
      AL (I)
            
            
            0
            
            
            60,000
            
            
            954,020
            
            
            (950,793
            )
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            1991
            
            Dec.
      1991
            
            27.5Elmwood
      Assoc.Picayune,
      MS (I)
            
            
            0
            
            
            81,500
            
            
            829,183
            
            
            (825,972
            )
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            6
            
            1991
            
            Dec.
      1991
            
            27.5Harmony
      Gate Assoc.Los
      Angeles, CA (G)
            
            
            0
            
            
            0
            
            
            9,757,807
            
            
            (9,754,580
            )
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            1992
            
            Jan.
      1992
            
            27.5Less
      discontinued operations
            
            
            (1,610,199
            )
            
            (5,452,918
            )
            
            (112,618,130
            )
            
            102,812,057
            
            
            3,268,642
            
            
            (74,711
            )
            
            (2,335,626
            )
            
            (2,410,337
            )
            
            (1,195,774
            )$
            4,507,006
            
            $
            209,338
            
            $
            7,495,673
            
            $
            1,016,152
            
            $
            0
            
            $
            211,176
            
            $
            8,509,987
            
            $
            8,721,163
            
            $
            3,918,503(A)
      Aggregate cost for federal income tax purposes, $146,576,191.
              (B)
      Rental guarantees and development deficit guarantees for GAAP purposes are
      treated as a reduction of the asset.
              (C)
      Furniture and fixtures, included with buildings and improvements, are
      depreciated primarily by the straight line method over the estimated
      useful lives ranging from 5 to 7 years.
              (D)
      Since all properties were acquired as operating properties, depreciation
      is computed using primarily the straight line method over the estimated
      useful lives determined by the Partnership from date of
      acquisition.
              (E)
      The Partnership’s limited partnership interest was sold during the fiscal
      year ended March 31, 2006.
              (F)
      The property and the related assets and liabilities were sold during the
      fiscal year ended March 31, 2007.
              (G)
      The Partnership’s limited partnership interest was sold during the fiscal
      year ended March 31, 2007.
              (H)
      The property and the related assets and liabilities were sold during the
      fiscal year ended March 31, 2008.
              (I) 
      The Partnership’s limited partnership interest was sold during the fiscal
      year ended March 31, 2008.
 
  - 78
-
  FREEDOM
TAX CREDIT PLUS L.P.
 AND
CONSOLIDATED PARTNERSHIPS
 SCHEDULE
III
 SCHEDULE
OF REAL ESTATE AND ACCUMULATED DEPRECIATION
 MARCH 31,
2008
 (continued)
 Reconciliation
      of Real Estate owned:
 
 Cost
      of Property and Equipment
              
              Accumulated
      DepreciationYears
      Ended March 31,2008
              
              2007
              
              2008
              
              2007Balance
      at beginning of year
              
              $
              48,697,751
              
              $
              69,847,093
              
              $
              23,820,319
              
              $
              33,384,359Additions
      during year:Improvements
              
              
              319,151
              
              
              949,279Discontinued
      operations and dispositions
              
              
              (40,295,739
              )
              
              (22,098,621
              )
              
              (21,093,211
              )
              
              (12,020,784
              )Depreciation
      expense
              
              
              
              
              
              
              
              
              1,191,395
              
              
              2,456,744Balance
      at close of year
              
              $
              8,721,163
              
              $
              48,697,751
              
              $
              3,918,503
              
              $
              23,820,319
 
 
 At the
time the local partnerships were acquired by Freedom Tax Credit Plus L.P., the
entire purchase price paid by Freedom Tax Credit Plus L.P. was pushed down to
the local partnerships as property and equipment with an offsetting credit to
capital. Since the projects were in the construction phase at the time of
acquisition, the capital accounts were insignificant at the time of purchase.
Therefore, there are no material differences between the original cost basis for
tax and GAAP.
  - 79
-